IMPORTANT NOTICE - Sukuk

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IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE: (1) IN THE CASE OF

AN OFFERING IN ACCORDANCE WITH RULE 144A (AS DEFINED BELOW), QIBs (AS

DEFINED BELOW) UNDER RULE 144A WHO ARE ALSO QPs (AS DEFINED BELOW); OR

(2) IN THE CASE OF AN OFFERING IN RELIANCE ON REGULATION S (AS DEFINED

BELOW), NON-U.S. PERSONS (AS DEFINED IN REGULATION S) OUTSIDE OF THE

UNITED STATES.

IMPORTANT: You must read the following before continuing. The following applies to the

Information Memorandum following this page, and you are therefore advised to read this carefully before

reading, accessing or making any other use of the Information Memorandum. In accessing this

Information Memorandum, you agree to be bound by the following terms and conditions, including any

modifications to them any time you receive any information from us as a result of such access.

THE ATTACHED INFORMATION MEMORANDUM MAY NOT BE FORWARDED OR

DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN

ANY MANNER WHATSOEVER. THE ATTACHED INFORMATION MEMORANDUM MAY

ONLY BE DISTRIBUTED: (1) OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT

U.S. PERSONS AS DEFINED IN, AND IN RELIANCE ON, REGULATION S ("REGULATION S")

UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"); OR (2)

WITHIN THE UNITED STATES TO QIBS WHO ARE QPS (EACH AS DEFINED BELOW) IN

ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"). ANY

FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED DOCUMENT IN

WHOLE OR IN PART IS PROHIBITED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY

RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER

JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO

ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE

ABLE TO PURCHASE ANY OF THE CERTIFICATES DESCRIBED THEREIN.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES

FOR SALE IN ANY JURISDICTION WHERE IT IS PROHIBITED TO DO SO. THE CERTIFICATES

AND THE ECGD GUARANTEE HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER

THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES

OR OTHER JURISDICTION. THE CERTIFICATES AND THE ECGD GUARANTEE MAY NOT BE

OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT: (1) IN ACCORDANCE

WITH RULE 144A UNDER THE SECURITIES ACT TO PERSONS REASONABLY BELIEVED TO

BE QUALIFIED INSTITUTIONAL BUYERS (EACH A "QIB") WITHIN THE MEANING OF RULE

144A AND QUALIFIED PURCHASERS (EACH A "QP") AS DEFINED IN SECTION 2(a)(51)(A) OF

THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT

COMPANY ACT") WHO REPRESENT THAT: (A) THEY ARE QIBS WITHIN THE MEANING OF

RULE 144A WHO ARE ALSO QPS WITHIN THE MEANING OF THE INVESTMENT COMPANY

ACT; (B) THEY ARE NOT BROKER DEALERS WHO OWN AND INVEST ON A

DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF UNAFFILIATED

ISSUERS; (C) THEY ARE NOT A PARTICIPANT DIRECTED EMPLOYEE PLAN, SUCH AS A

401(K) PLAN; (D) THEY ARE ACTING FOR THEIR OWN ACCOUNT, OR THE ACCOUNT OF

ONE OR MORE QIBS, EACH OF WHICH IS ALSO A QP; (E) THEY ARE NOT FORMED FOR THE

PURPOSE OF INVESTING IN THE CERTIFICATES, THE ECGD GUARANTEE OR THE

TRUSTEE; (F) EACH ACCOUNT FOR WHICH THEY ARE PURCHASING WILL HOLD AND

TRANSFER NOT LESS THAN U.S.$200,000 IN PRINCIPAL AMOUNT OF CERTIFICATES AT

ANY TIME; (G) THEY UNDERSTAND THAT THE TRUSTEE MAY RECEIVE A LIST OF

PARTICIPANTS HOLDING POSITIONS IN ITS CERTIFICATES AND THE ECGD GUARANTEE

FROM ONE OR MORE BOOK ENTRY DEPOSITORIES; AND (H) THEY WILL PROVIDE NOTICE

OF THESE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES; OR (2) (A) IN

AN OFFSHORE TRANSACTION TO A PERSON THAT IS NOT A U.S. PERSON IN

ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES

ACT; AND (B) EACH ACCOUNT WILL HOLD AND TRANSFER NOT LESS THAN U.S.$200,000

IN PRINCIPAL AMOUNT OF CERTIFICATES AT ANY TIME.

Confirmation of your representation: In order to be eligible to view the attached Information

Memorandum or make an investment decision with respect to the Certificates and the ECGD Guarantee,

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you must be: (i) a person that is outside the United States and is not a U.S. person (within the meaning of

Regulation S under the Securities Act); or (ii) a QIB who is a QP that is acquiring the Certificates and the

ECGD Guarantee for its own account or the account of another QIB who is also a QP. By accepting the e-

mail and accessing the attached Information Memorandum, you shall be deemed to have represented that:

(i)(A) the electronic mail (or e-mail) address to which, pursuant to your request, the Information

Memorandum has been delivered by electronic transmission is not located in the United States, its

territories or possessions; or (B) that you are a QIB who is a QP and that the electronic mail (or e-mail)

address to which pursuant to your request, the Information Memorandum has been delivered by electronic

transmission is utilised by someone who is a QIB and a QP; and (ii) that you consent to delivery of such

Information Memorandum by electronic transmission.

You are reminded that this Information Memorandum has been delivered to you on the basis that you are

a person into whose possession this Information Memorandum may be lawfully delivered in accordance

with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to,

deliver or disclose the contents of this Information Memorandum to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer

or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires

that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the

underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by

the underwriters or such affiliate on behalf of the Trustee in such jurisdiction.

This Information Memorandum is being distributed only to and directed only at: (i) persons who are

outside the United Kingdom; (ii) persons who have professional experience in matters relating to

investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005; or (iii) those persons to whom it may otherwise lawfully be distributed (all such

persons together being referred to as "relevant persons"). This Information Memorandum is directed

only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

Any investment or investment activity to which this Information Memorandum relates is available only to

relevant persons and will be engaged in only with relevant persons.

This Information Memorandum has been sent to you in an electronic form. You are reminded that

documents transmitted via this medium may be altered or changed during the process of electronic

transmission and consequently, none of Citigroup Global Markets Limited, HSBC Bank plc, J.P. Morgan

Securities plc, National Bank of Abu Dhabi P.J.S.C. (together, the "Joint Structuring Agents and Joint

Lead Managers"), Abu Dhabi Islamic Bank P.J.S.C., Dubai Islamic Bank P.J.S.C., Emirates NBD

Capital Limited, Standard Chartered Bank (the "Joint Lead Managers", together with the Joint

Structuring Agents and Joint Lead Managers, the "Joint Lead Managers"), NCB Capital Company (the

"Co-Lead Manager", and together with the Joint Lead Managers, the "Managers"), the Trustee,

Emirates, the Guarantor, or any person who controls any of them, or any director, officer, employee or

agent of any of them, or affiliate of any such person, accepts any liability or responsibility whatsoever in

respect of any difference between the Information Memorandum distributed to you in electronic format

and the hard copy version available to you on request from any of the Managers. You are responsible for

protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is

your responsibility to take precautions to ensure that it is free from viruses and other items of a

destructive nature.

The Trustee will be primarily relying on one or more exemptions under the Investment Company Act,

other than the exemptions contained in Section (3)(c)(1) and Section 3(c)(7). Accordingly, the Trustee

will be structured and will conduct its business so as not to constitute a "covered fund" for purposes of the

regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer

Protection Act. See Important Notices.

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INFORMATION MEMORANDUM DATED 26 MARCH 2015

KHADRAWY LIMITED (an exempted company incorporated with limited liability under the laws of the Cayman Islands)

U.S.$913,026,000 2.471 per cent. Certificates due 2025

with the benefit of a guarantee by

HER BRITANNIC MAJESTY'S SECRETARY OF STATE ACTING BY

THE EXPORT CREDITS GUARANTEE DEPARTMENT (CURRENTLY OPERATING AS "UK

EXPORT FINANCE") ("ECGD" or the "GUARANTOR")

The U.S.$913,026,000 2.471 per cent. trust certificates due 2025 (the "Certificates") issued by Khadrawy

Limited (in its capacity as issuer and in its capacity as trustee, as applicable, the "Trustee") will be

constituted by a declaration of trust (the "Issuer Declaration of Trust") dated 31 March 2015 (the

"Closing Date") entered into between the Trustee, Emirates and Citibank N.A., London Branch (as the

delegate of the Trustee (the "Delegate" which expression shall include any co-delegate or any

successor)). The Certificates confer on the holders of the Certificates from time to time (the

"Certificateholders") the right to receive certain payments (as more particularly described herein) arising

from an undivided ownership interest in the assets of a trust (the "Issuer Trust") declared by the Trustee

pursuant to the Issuer Declaration of Trust and, subject to the Security Interests granted by the Trustee

under the Trustee Security Documents over the Issuer Trust Assets, which include, inter alia, (i) all of the

Trustee's interests, rights, benefits and entitlements, present and future, in and to the Rights to Travel; (ii)

all of the Trustee's interests, rights, benefits and entitlements, present and future, in, to and under the

Issuer Trust Transaction Documents (as defined herein); and (iii) all monies standing to the credit of the

Transaction Account (each such capitalised term as more particularly described in the Conditions). The

"Transaction Account" (as more particularly defined in the Conditions) is an account established by the

Trustee and held with the Principal Paying Agent, all amounts standing to the credit of which are held on

trust by the Trustee for the benefit of the Certificateholders.

Periodic Distribution Amounts (as defined herein) shall be payable subject to and in accordance with the

terms and conditions of the Certificates (the "Conditions") from (and including) the Closing Date to (but

excluding) 31 March 2025 (the "Scheduled Dissolution Date") at a rate of 2.471 per cent. per annum.

Payments on the Certificates shall be made free and clear of and without withholding or deduction for, or

on account of, any present or future Taxes, unless the withholding or deduction of the Taxes is required

by law. In respect of any withholding or deduction for, or on account of, any present or future Taxes

which is required by the laws of the United Kingdom, the Cayman Islands, the United Arab Emirates or

any Emirate therein or any political subdivision or authority thereof or therein having the power to tax

(other than in respect of amounts subject to withholding in accordance with FATCA), subject to certain

exceptions as set out in Condition ‎10 (Taxation), Emirates is obliged to pay to the Trustee such additional

amounts so that the amount received by the Trustee shall be the amount which would otherwise have been

received had such deduction or withholding tax not applied.

The Certificates will be redeemed in instalments on 31 March, 30 June, 30 September and 31 December

in each year commencing on 30 June 2015 in accordance with Condition ‎13.1 (Capital Distributions of

the Issuer Trust – Scheduled Dissolution). The Certificates shall be finally redeemed on the Scheduled

Dissolution Date but the Certificates may be redeemed, in part or in whole, before the Scheduled

Dissolution Date in certain circumstances specified in Condition ‎13 (Capital Distributions of the Issuer

Trust).

Each payment of any Periodic Distribution Amounts, Dissolution Distribution Amount, any Delivery

Period Partial Dissolution Amount, any Partial Dissolution Amount, any Aggregate Total Loss

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Dissolution Amount, any Trust Property Distribution Amount (each as defined in the Conditions) and or

any other amount(s) payable under the Conditions will be made by the Trustee provided that it shall have

received amount(s) due to it under the ATKM Purchase Undertaking and the Owner Declaration of Trust

(each as defined herein). The Certificates will be limited recourse obligations of the Trustee.

Under the terms of the ECGD Guarantee, upon receipt by the Guarantor of a Non-Payment Notice (which

is not subsequently revoked) from the Principal Paying Agent (acting on behalf of the Trustee) following

the occurrence of a Default, the Guarantor irrevocably and unconditionally guarantees to pay to the

Transaction Account (or to such other non-interest bearing account as specified by, or on behalf of, the

Trustee) the relevant Guaranteed Amount in accordance with the terms of the ECGD Guarantee (each

such capitalised term as defined in the Conditions) provided such amount remains unpaid as at the date of

payment under the ECGD Guarantee. See Summary of the ECGD Guarantee. The Guaranteed

Obligations (as defined in the Conditions) under the relevant Issuer Trust Transaction Documents and the

Owner Trust Transaction Documents are intended to fund the payments due under the Certificates. The

sum of the Guaranteed Amounts guaranteed by the Guarantor under the terms of the ECGD Guarantee

will be equal to the amounts due under the Certificates.

This Information Memorandum does not qualify as a prospectus within the meaning of Directive

2003/71/EC, as amended (the "Prospectus Directive"), nor pursuant to Part VI of the Financial Services

and Markets Act 2000 (as amended) (the "FSMA"), nor as listing particulars given in compliance with

the listing rules made under Part VI of the FSMA by the Financial Conduct Authority in its capacity as

competent authority under the FSMA (the "UK Listing Authority" or the "UKLA"). The Prospectus

Directive does not apply to this Information Memorandum pursuant to Article 2(d) thereof and no

prospectus is required in connection with the issuance of the Certificates described in this Information

Memorandum.

Application has been made to the UKLA for the Certificates to be admitted to the Official List of the

UKLA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for

such Certificates to be admitted to trading on the London Stock Exchange's regulated market. Application

has also been made to the Dubai Financial Services Authority (the "DFSA") for the Certificates to be

admitted to the official list of securities maintained by the DFSA and to NASDAQ Dubai Limited

("NASDAQ Dubai") for such Certificates to be admitted to trading on NASDAQ Dubai. References in

this Information Memorandum to Certificates being listed (and all related references) shall mean that such

Certificates have been admitted to listing on the Official List of the UKLA and the official list of

securities maintained by the DFSA and have been admitted to trading on the London Stock Exchange's

regulated market and on NASDAQ Dubai.

Any offering of Certificates made pursuant to this Information Memorandum is exempt from the

provisions of Article 11(1) of the DIFC Markets Law 2012 ("Markets Law") pursuant to Article 13(1)(b)

thereof, on the basis that Certificates have the benefit of the ECGD Guarantee provided by the Guarantor,

which is an Exempt Offeror as defined under Article 13(2) of the Markets Law.

The DFSA has no responsibility, under the Markets Law or otherwise, for reviewing or verifying any

documents in connection with the Certificates and has not approved this Information Memorandum for

the purposes of Articles 14 and 15 of the Markets Law nor taken steps to verify the information set out in

and has no responsibility for this Information Memorandum. The liability for the content of this

Information Memorandum lies with the Trustee and Emirates. The DFSA has also not assessed the

suitability of the Certificates to which this Information Memorandum relates to any particular investor or

type of investor. If you do not understand the contents of this Information Memorandum or are unsure

whether the Certificates to which this Information Memorandum relates are suitable for your individual

investment objectives and circumstances, you should consult an authorised financial adviser.

The Trustee will be primarily relying on one or more exemptions under the Investment Company Act of

1940, as amended (the "Investment Company Act"), other than the exemptions contained in Section

(3)(c)(1) and Section 3(c)(7). Accordingly, the Trustee will be structured and will conduct its business so

as not to constitute a "covered fund" for purposes of the regulations adopted to implement Section 619 of

the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Volcker Rule").

The Certificates and the ECGD Guarantee have not been and will not be registered under the United

States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory

authority of any state or other jurisdiction of the United States, and may not be offered or sold within the

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United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the

Securities Act ("Regulation S")), except pursuant to an exemption from, or in a transaction not subject to,

the registration requirements of the Securities Act and applicable state securities laws. The Trustee has

not been and will not be registered under the Investment Company Act. Accordingly, the Certificates and

the ECGD Guarantee are being offered and sold: (i) to non-U.S. persons in offshore transactions in

reliance on Regulation S (the "Regulation S Certificates"); and (ii) within the United States to "qualified

institutional buyers" (each a "QIB") as defined in Rule 144A under the Securities Act ("Rule 144A") who

are also "qualified purchasers" (each, a "QP") as defined in Section 2(a)(51) of the Investment Company

Act in reliance on the exemption from registration provided by Rule 144A (the "Restricted

Certificates"). Prospective purchasers are hereby notified that sellers of the Restricted Certificates will be

relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

For a description of these and certain further restrictions, see Subscription and Sale and Form of

Certificates and Transfer Restrictions Relating to U.S. Sales.

Delivery of the Certificates in book-entry form will be made on the Closing Date. The Certificates will be

represented by interests in one or more global certificates in registered form (the "Global Certificates").

Regulation S Global Certificates will be deposited with, and registered in the name of a nominee of, a

common depositary (the "Common Depositary") for Euroclear Bank S.A/N.V. ("Euroclear") and

Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Restricted Global Certificates

will be deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust

Company ("DTC"). Interests in the Global Certificate will be shown on, and transfers thereof will be

effected only through, records maintained by DTC and/or Euroclear and Clearstream, Luxembourg.

Definitive Certificates evidencing holdings of interests in the Certificates will be issued in exchange for

interests in the relevant Global Certificate only in certain limited circumstances described therein.

The Certificates may only be offered, sold or transferred in registered form in minimum principal

amounts of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Joint Lead Managers and Joint Structuring Agents

Citigroup HSBC J.P. Morgan National Bank of Abu

Dhabi P.J.S.C.

Joint Lead Managers

Abu Dhabi Islamic

Bank Dubai Islamic Bank Emirates NBD Capital

Standard Chartered

Bank

Co-Lead Manager

NCB Capital Company

The date of this Information Memorandum is 26 March 2015.

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CONTENTS

Page

IMPORTANT NOTICES ............................................................................................................................. 2

OVERVIEW OF THE OFFERING ............................................................................................................. 7

RISK FACTORS ........................................................................................................................................ 19

GUARANTEED AMOUNTS .................................................................................................................... 25

SUMMARY OF THE ECGD GUARANTEE ........................................................................................... 26

STRUCTURE DIAGRAM AND CASHFLOWS ...................................................................................... 28

SUMMARY OF STRUCTURE DIAGRAM AND CASHFLOW ............................................................. 29

TERMS AND CONDITIONS OF THE CERTIFICATES ........................................................................ 32

USE OF PROCEEDS ................................................................................................................................. 87

DESCRIPTION OF THE TRUSTEE ......................................................................................................... 88

DESCRIPTION OF EMIRATES ............................................................................................................... 90

DESCRIPTION OF THE GUARANTOR ................................................................................................. 91

SUMMARY OF PRINCIPAL TRANSACTION DOCUMENTS ............................................................. 92

FORM OF CERTIFICATES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES ........ 101

CLEARANCE AND SETTLEMENT ...................................................................................................... 110

TAXATION ............................................................................................................................................. 114

CERTAIN ERISA CONSIDERATIONS ................................................................................................. 121

PLAN OF DISTRIBUTION ..................................................................................................................... 123

GENERAL INFORMATION .................................................................................................................. 129

INDEX OF DEFINED TERMS ............................................................................................................... 130

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IMPORTANT NOTICES

This Information Memorandum does not qualify as a prospectus within the meaning of the Prospectus

Directive, nor pursuant to Part VI of the FSMA, nor as listing particulars given in compliance with the

listing rules made under Part VI of the FSMA by the UKLA. The Prospectus Directive does not apply to

this Information Memorandum pursuant to Article 2(d) thereof and no prospectus is required in

connection with the issuance of the Certificates described in this Information Memorandum. Any offering

of Certificates made pursuant to this Information Memorandum is exempt from the provisions of Article

11(1) of the Markets Law pursuant to Article 13 thereof.

None of the Trustee nor Emirates has authorised the making, or provision, of any representation or

information regarding the Trustee, Emirates or the Certificates other than as contained in this Information

Memorandum or as approved for such purpose by the Trustee. Any such representation or information

should not be relied upon as having been authorised by Citigroup Global Markets Limited, HSBC Bank

plc, J.P. Morgan Securities plc, National Bank of Abu Dhabi P.J.S.C. (together, the "Joint Structuring

Agents and Joint Lead Managers"), Abu Dhabi Islamic Bank P.J.S.C., Dubai Islamic Bank P.J.S.C.,

Emirates NBD Capital Limited, Standard Chartered Bank (the "Joint Lead Managers", together with the

Joint Structuring Agents and Joint Lead Managers, the "Joint Lead Managers"), NCB Capital Company

(the "Co-Lead Manager", and together with the Joint Lead Managers, the "Managers"), the Trustee,

Emirates or the Delegate.

Neither ECGD nor the Delegate has reviewed or verified the information contained in this Information

Memorandum and neither ECGD nor the Delegate makes any representation with respect to, and does not

accept any responsibility for the content of the information in this Information Memorandum, including

the accuracy or completeness of such information, or any other statement made or purported to be made

on its behalf in connection with the Trustee or the issue or offering of the Certificates, and neither ECGD

nor the Delegate has determined whether the Certificates are Shari'a compliant. Each of ECGD and the

Delegate accordingly disclaims any and all liability, whether arising in contract, tort or otherwise which it

might otherwise have in respect of this Information Memorandum or any such statement.

To the fullest extent permissible by law, none of the Managers accepts any responsibility for the contents

of this Information Memorandum or for any other statement, made or purported to be made by it or on its

behalf in connection with the Trustee, Emirates, ECGD, or the issue and offering of the Certificates. Each

of the Managers accordingly disclaims all and any liability whether arising in tort or contract or otherwise

(save as referred to above) which it might otherwise have in respect of this Information Memorandum or

any such statement.

None of the Managers makes any representation or warranty, express or implied, as to the accuracy or

completeness of the information set forth in this Information Memorandum.

Neither the delivery of this Information Memorandum nor the offering, sale or delivery of any

Certificates shall in any circumstances create any implication that there has been no adverse change, or

any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the

Trustee, Emirates or ECGD since the date of this Information Memorandum. Neither the delivery of this

Information Memorandum, nor any sale of any Certificates shall, under any circumstances, constitute a

representation or create any implication that the information contained herein is correct as of any time

subsequent to the date hereof or that any other information supplied in connection with the offering of the

Certificates is correct as of any time subsequent to the date indicated in the document containing the

same.

This Information Memorandum does not constitute an offer of, or an invitation to subscribe for or

purchase, any Certificates.

The distribution of this Information Memorandum and the offering, sale and delivery of Certificates in

certain jurisdictions may be restricted by law. Persons into whose possession this Information

Memorandum comes are required by the Trustee, Emirates, the Guarantor and each of the Managers to

inform themselves about and to observe any such restrictions. For a description of certain restrictions on

offers, sales and deliveries of the Certificates and on distribution of this Information Memorandum and

other offering material relating to the Securities, see Plan of Distribution and Form of Certificates and

Transfer Restrictions relating to U.S. Sales.

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In particular, the Certificates and the ECGD Guarantee have not been and will not be registered under the

Securities Act and, subject to certain exceptions, may not be offered or sold within the United States or to

U.S. persons.

None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or

any other regulatory authority has approved or disapproved of the Certificates or the ECGD Guarantee

nor determined if this Information Memorandum is truthful or complete. Any representation to the

contrary is a criminal offence.

The Certificates may not be offered to the public within any jurisdiction. By accepting delivery of

this Information Memorandum, investors agree not to offer, sell, resell, transfer or deliver, directly

or indirectly, any Certificates to the public.

The Trustee will be primarily relying on one or more exemptions under the Investment Company Act

other than the exemptions contained in Section (3)(c)(1) and Section 3(c)(7) of the Investment Company

Act. Accordingly the Trustee is being structured and intends to conduct its business so as not to

constitute a "covered fund" for the purposes of the Volcker Rule. The Volcker Rule generally prohibits

"banking entities" (which is broadly defined to include U.S. banks and bank holding companies and many

non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from: (i)

engaging in proprietary trading; (ii) acquiring or retaining an ownership interest in or sponsoring a

"covered fund"; and (iii) entering into certain relationships with such funds. The Volcker Rule became

effective on 21 July 2012, and final regulations implementing the Volcker Rule were adopted on 10

December 2013, and became effective on 1 April 2014. Conformance with the Volcker Rule and its

implementing regulations is required by 21 July 2015 (subject to the possibility of up to two one-year

extensions). The Board of Governors of the Federal Reserve System is expected to extend the end of the

conformance period for "covered funds" from 21 July 2015 to 21 July 2017. In the interim, banking

entities must make good-faith efforts to conform their activities and investments to the Volcker Rule.

Under the Volcker Rule, unless otherwise jointly determined otherwise by specified federal regulators, a

"covered fund" does not include an issuer that may rely on an exclusion or exemption from the definition

of "investment company" under the Investment Company Act other than the exclusions contained in

Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act. The general effects of the Volcker

Rule remain uncertain. Any prospective investor in the Certificates, including a U.S. or foreign bank

or a subsidiary or other affiliate thereof, should consult its own legal advisors regarding such

matters and other effects of the Volcker Rule.

In this Information Memorandum, unless otherwise specified, references to a "Member State" are

references to a Member State of the European Economic Area, references to "U.S.$", "U.S. Dollars" or

"dollars" are to United States dollars. References to "billions" are to thousands of millions.

NOTICE TO CAYMAN ISLANDS RESIDENTS

No invitation (whether direct or indirect) may be made to the public in the Cayman Islands to subscribe

for the Certificates.

NOTICE TO RESIDENTS OF THE KINGDOM OF BAHRAIN

Certificates issued in connection with this Information Memorandum may only be offered in registered

form to existing accountholders and accredited investors as defined by the Central Bank of Bahrain (the

"CBB") in the Kingdom of Bahrain. Where such investors make a minimum investment of at least

U.S.$100,000 or any equivalent amount in another currency or such other amount as the CBB may

determine.

This Information Memorandum does not constitute an offer of securities in the Kingdom of Bahrain under

Article (81) of the Central Bank and Financial Institutions Law 2006 (Decree Law no. 64 of 2006). This

Information Memorandum has not been and will not be registered as a prospectus with the CBB.

Accordingly, no securities may be offered, sold or made the subject of an invitation for subscription or

purchase nor will this Information Memorandum or any other related document or material be used in

connection with any offer, sale or invitation to subscribe or purchase Certificates, whether directly or

indirectly, to persons in the Kingdom of Bahrain, other than to accredited investors for an offer outside

the Kingdom of Bahrain.

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The CBB has not reviewed, approved or registered this Information Memorandum or related offering

documents and it has not in any way considered the merits of the Certificates to be offered for investment,

whether in or outside the Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the

accuracy and completeness of the statements and information contained in this Information Memorandum

and expressly disclaims any liability whatsoever for any loss howsoever arising from reliance upon the

whole or any part of the content of this Information Memorandum. No offer of Certificates will be made

to the public in the Kingdom of Bahrain and this Information Memorandum must be read by the

addressee only and must not be issued, passed to, or made available to the public generally.

NOTICE TO RESIDENTS OF THE KINGDOM OF SAUDI ARABIA

This Information Memorandum may not be distributed in the Kingdom of Saudi Arabia except to such

persons as are permitted under the Offers of Securities Regulations issued by the Capital Market

Authority of the Kingdom of Saudi Arabia (the "Capital Market Authority").

The Capital Market Authority does not make any representations as to the accuracy or completeness of

this Information Memorandum, and expressly disclaims any liability whatsoever for any loss arising

from, or incurred in reliance upon, any part of this Information Memorandum. Prospective purchasers of

the Certificates offered hereby should conduct their own due diligence on the accuracy of the information

relating to the Certificates. If a prospective purchaser does not understand the contents of this Information

Memorandum he or she should consult an authorised financial adviser.

NOTICE TO RESIDENTS OF MALAYSIA

The Certificates may not be offered for subscription or purchase and no invitation to subscribe for or

purchase such Certificates in Malaysia may be made, directly or indirectly, and this Information

Memorandum or any document or other materials in connection therewith may not be distributed in

Malaysia other than to persons or in categories falling within Schedule 6 or section 229(1)(b), Schedule 7

or Section 230(1)(b) and Schedule 8 or Section 257(3) of the Capital Market and Services Act 2007 of

Malaysia. The Securities Commission of Malaysia shall not be liable for any non-disclosure on the part of

the Trustee, Emirates or the Guarantor and assumes no responsibility for the correctness of any statements

made or opinions or reports expressed in this Information Memorandum.

NOTICE TO RESIDENTS OF THE STATE OF QATAR

This Information Memorandum does not, and is not, intended to constitute an offer, sale or delivery of

Certificates or other debt financing instruments under the laws of the State of Qatar and has not been, and

will not be, reviewed or approved by or registered with the Qatar Financial Centre, the Qatar Financial

Centre Regulatory Authority (the "QFCRA"), the Qatar Financial Markets Authority or the Qatar Central

Bank. The Certificates are not and will not be traded on the Qatar Exchange.

Neither this Information Memorandum, nor any of the documents referred to herein have been reviewed

or approved by the QFRCA, the Qatar Financial Markets Authority, the Qatar Central Bank or any other

regulatory body.

NOTICE TO UNITED STATES INVESTORS

The Certificates and the ECGD Guarantee have not been and will not be registered under the Securities

Act or with any securities regulatory authority of any state or other jurisdiction of the United States.

Certificates and the ECGD Guarantee may not be offered or sold within the United States, except in

transactions exempt from, or in transactions not subject to, the registration requirements of the Securities

Act. The Trustee has not been and will not be registered as an investment company in the United States

under the Investment Company Act.

The Certificates and the ECGD Guarantee are being offered and sold to non-U.S. persons in offshore

transactions in reliance on Regulation S and within the United States only to QIBs who are also QPs in

reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the Certificates and the

ECGD Guarantee may be relying on the exemption from the provisions of Section 5 of the Securities Act

provided by Rule 144A. For a description of these and certain further restrictions on offers, sales and

transfers of Certificates and the ECGD Guarantee and distribution of this Information Memorandum,

Plan of Distribution and Form of Certificates and Transfer Restrictions relating to U.S. Sales.

- 5-

Each investor, by purchasing a Certificate and the ECGD Guarantee, agrees that the Certificates may be

re-offered, re-sold, re-pledged or otherwise transferred only upon registration under the Securities Act or

pursuant to the exemptions therefrom described under Form of Certificates and Transfer Restrictions

relating to U.S. Sales. Each investor also will be deemed to have made certain representations and

agreements as described therein.

The Trustee will be primarily relying on one or more exemptions under the Investment Company Act

other than the exemptions contained in Section (3)(c)(1) and Section 3(c)(7). Accordingly the Trustee is

being structured and intends to conduct its business so as not to constitute a "covered fund" for the

purposes of the Volcker Rule. The Volcker Rule generally prohibits "banking entities" (which is broadly

defined to include U.S. banks and bank holding companies and many non-U.S. banking entities, together

with their respective subsidiaries and other affiliates) from: (i) engaging in proprietary trading; (ii)

acquiring or retaining an ownership interest in or sponsoring a "covered fund"; and (iii) entering into

certain relationships with such funds. The Volcker Rule became effective on 21 July 2012, and final

regulations implementing the Volcker Rule were adopted on 10 December 10 2013, and became effective

on 1 April 2014. Conformance with the Volcker Rule and its implementing regulations is required by 21

July 21 2015 (subject to the possibility of up to two one-year extensions). The Board of Governors of the

Federal Reserve System are expected to extend the end of the conformance period for "covered funds"

from 21 July 2015 to 21 July 2017. In the interim, banking entities must make good-faith efforts to

conform their activities and investments to the Volcker Rule. Under the Volcker Rule, unless otherwise

jointly determined otherwise by specified federal regulators, a "covered fund" does not include an issuer

that may rely on an exclusion or exemption from the definition of "investment company" under the

Investment Company Act other than the exclusions contained in Section 3(c)(1) and Section 3(c)(7) of the

Investment Company Act. The general effects of the Volcker Rule remain uncertain. Any prospective

investor in the Certificates, including a U.S. or foreign bank or a subsidiary or other affiliate

thereof, should consult its own legal advisors regarding such matters and other effects of the

Volcker Rule.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR A

LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED

STATUTES ANNOTATED, 1955, AS AMENDED ("RSA"), WITH THE STATE OF NEW

HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A

PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY

THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT

FILED UNDER RSA CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER

ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE

FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS

PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED

OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL

TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR

CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS

PARAGRAPH.

ENFORCEMENT OF CIVIL LIABILITIES

The Trustee is an exempted company incorporated with limited liability under the laws of the Cayman

Islands. All of the directors and officers of the Trustee are non-residents of the United States, and all or a

substantial portion of the assets of each of such persons are located outside the United States. As a result,

it may not be possible for investors to enforce against any of them judgments obtained in U.S. courts,

including judgments predicated upon the civil liability provisions of the securities laws of the United

States or any state or territory within the United States.

AVAILABLE INFORMATION

The Trustee has agreed that, for so long as any Certificates are "restricted securities" as defined in Rule

144(a)(3) under the Securities Act, it will during any period that it is neither subject to sections 13 or

15(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor

exempt from reporting pursuant to Rule 12g3-2(b) thereunder, furnish, upon request, to any holder or

- 6-

beneficial owner of Certificates or any prospective purchaser designated by any such holder or beneficial

owner, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

- 7-

OVERVIEW OF THE OFFERING

The following overview should be read as an introduction to, and is qualified in its entirety by reference

to, the more detailed information appearing elsewhere in this Information Memorandum. This overview

may not contain all of the information that prospective investors should consider before deciding to invest

in the Certificates. Accordingly, any decision by a prospective investor to invest in the Certificates should

be based on a consideration of this Information Memorandum as a whole.

Words and expressions defined in the "Terms and Conditions of the Certificates", "Summary of the

ECGD Guarantee" and "Summary of Principal Transaction Documents" shall have the same meanings in

this overview. In the case of any conflict between this overview and the Conditions, the Conditions shall

prevail. Reference to "Condition" is to a numbered condition of the Terms and Conditions of the

Certificates.

Trustee: Khadrawy Limited, an exempted company with limited

liability incorporated in the Cayman Islands with

registration number 295875 and having its registered

office at MaplesFS Limited, PO Box 1093, Queensgate

House, Grand Cayman KY1-1102, Cayman Islands.

Emirates: Emirates, a decree company incorporated with limited

liability in Dubai on 26 June 1985 with its registered

office is at PO Box 686, Dubai, United Arab Emirates.

Guarantor: Her Britannic Majesty's Secretary of State acting by the

Export Credits Guarantee Department (currently

operating as UK Export Finance) ("ECGD").

Joint Structuring Agents and Joint Lead

Managers:

Citigroup Global Markets Limited

HSBC Bank plc

J.P. Morgan Securities plc

National Bank of Abu Dhabi P.J.S.C.

Joint Lead Managers: Abu Dhabi Islamic Bank P.J.S.C.

Dubai Islamic Bank P.J.S.C.

Emirates NBD Capital Limited

Standard Chartered Bank

Co-Lead Manager: NCB Capital Company

Owner Trustee: Khadrawy Aircraft Limited, an exempted company with

limited liability incorporated in the Cayman Islands with




Lessor: Khadrawy Leasing Limited, an exempted company with

limited liability incorporated in the Cayman Islands with




Delegate: Citibank N.A., London Branch.

Registrar: Citigroup Global Markets Deutschland AG.

Principal Paying Agent: Citibank N.A., London Branch.

Calculation Agent: Citibank N.A., London Branch.

ECA Facility Agent: Citibank International Limited.

- 8-

ECA Security Trustee: Citibank N.A., London Branch.

Certificates: U.S.$913,026,000 2.471 per cent. trust certificates due

2025

Form and Denomination: The Certificates are: (a) Regulation S Certificates; and (b)

Restricted Certificates. The Certificates will be issued in

registered form in denominations of U.S.$200,000 and in

integral multiples of U.S.$1,000 in excess thereof.

Specified Aircraft: Four Airbus A380-800 (each as defined in Condition ‎1

(Interpretation and Definitons)) expected to be delivered

during the Delivery Period in accordance with the

Scheduled Delivery (as defined below).

Status: Each Certificate evidences an undivided ownership

interest in the Issuer Trust Assets, subject to the terms of

the Issuer Declaration of Trust. The Trustee's obligation

to distribute to the Certificateholders the principal amount

(or any part thereof) or any profit in respect of the

Certificates pursuant to the terms of the Issuer

Declaration of Trust is a direct, unsubordinated,

unsecured and limited recourse obligation of the Trustee.

Each Certificate will be fungible in all respects with all

Certificates.

Scheduled Payments: Scheduled Payments (as defined in the Conditions) (and

amounts payable in accordance with Condition ‎13.5

(Capital Distributions of the Issuer Trust – Dissolution in

Whole or in Part by Emirates)) owing under the

Certificates are funded by:

(i) the Lessor Payment Obligations;

(ii) in respect of amounts owning under

Condition ‎13.5 (Capital Distributions of the

Issuer Trust – Dissolution in Whole or in Part by

Emirates), the obligation of Emirates to pay the

relevant Aircraft Sale Undertaking Exercise

Prices upon exercise of the relevant Aircraft Sale

Undertakings and transfer of the relevant Leased

Aircraft to Emirates; and

(iii) the Owner Trustee Payment Obligations.

The Lessor Payment Obligations (as more particularly

defined in the Conditions) are certain payment obligations

of the Lessor to the Owner Trustee (each in their

respective relevant capacities thereunder) under the

Owner Forward Lease Agreements, the Owner Service

Agency Agreements and the Aircraft Purchase

Undertakings.

The Owner Trustee Payment Obligations (as more

particularly defined in the Conditions) are the Owner

Trustee's obligation to distribute to the Trustee, or direct

the distribution to the Trustee of, the income and capital

amounts received under each of the Owner Forward

Lease Agreements, the Owner Service Agency

Agreements and the Aircraft Purchase Undertakings in

accordance with the Owner Declaration of Trust and to

- 9-

procure that amounts are released from the Secured

Proceeds Account in accordance with, and subject to, the

Secured Proceeds Account Agreement.

ECGD Guarantee: Upon non-payment of any Scheduled Payment due under

any Certificates outstanding on the relevant Due Date as a

result of non-payment under any Guaranteed Obligation

(a "Default"), and receipt by the Guarantor of a Non-

Payment Notice (which is not subsequently revoked)

from the Principal Paying Agent (acting on behalf of the

Trustee) under the ECGD Guarantee, the Guarantor

irrevocably and unconditionally guarantees to pay to the

Transaction Account (or to such other non-interest

bearing account as specified by, or on behalf of, the

Trustee) the relevant Guaranteed Amount (as defined in

the Conditions) in accordance with the terms of the

ECGD Guarantee.

In the event of non-payment by the Guarantor of the

relevant Guaranteed Amount on the due date for payment

under the ECGD Guarantee, the Certificateholders shall

not be entitled to accelerate the Certificates, but shall only

be entitled to direct the Delegate to claim the relevant

Guaranteed Amount which remains unpaid under the

ECGD Guarantee in accordance with Condition ‎15

(Enforcement) and the terms of the ECGD Guarantee.

The obligations of the Guarantor under the ECGD

Guarantee will constitute obligations of the United

Kingdom.

The Guaranteed Obligations (as defined in the

Conditions) under the relevant Issuer Trust Transaction

Documents and the Owner Trust Transaction Documents

are intended to fund the payments due under the

Certificates. The sum of the Guaranteed Amounts

guaranteed by the Guarantor under the terms of the

ECGD Guarantee will be equal to the amounts due under

the Certificates.

Issuer Trust Assets: Pursuant to the Issuer Declaration of Trust (and subject to

the provisions thereof), subject to the Security Interests to

be created (and the Trustee's right to do so) pursuant to

the Trustee Security Documents in favour of the ECA

Security Trustee (on behalf of the Guarantor and certain

other secured parties, but not the Certificateholders) and

each of the Proceeds Agreements, the Trustee holds the

following assets upon trust absolutely for the holders of

the Certificates pro rata on an undivided basis according

to the principal amount of Certificates held by each

holder:

(a) the Issuance Proceeds, pending application

thereof in accordance with the terms of the

Purchase of Services Agreement and the Owner

Declaration of Trust;

(b) all of the Trustee's interests, rights, benefits and

entitlements, present and future, in and to the

Rights to Travel which are purchased by the

Trustee pursuant to the Purchase of Services

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Agreement and which have not yet been

contributed to the Owner Trust or sold pursuant

to the ATKM Purchase Undertaking (as the case

may be) pending distribution thereof in

accordance with the terms of the Owner


(c) all of the Trustee's interests, rights, benefits and

entitlements, present and future, in, to and under:

(i) the Issuer Trust Transaction Documents

(excluding any representations given by

Emirates to the Trustee pursuant to any of the

Issuer Trust Transaction Documents), including

the right to receive payments under the Owner

Trustee Payment Obligations and the Owner

Trustee Sale Undertaking Obligations; and (ii)

each of the Proceeds Agreements;

(d) all monies standing to the credit of the

Transaction Account from time to time; and

(e) all proceeds of the foregoing,

(the items listed above from (a) to (e) (inclusive) the

"Issuer Trust Assets").

As sole beneficiary of the Owner Trust, the Trustee shall

be entitled to (and shall hold on trust for the

Certificateholders), subject to the security interests to be

created pursuant to the Owner Trust Security Documents

in favour of the ECA Security Trustee (on behalf of the

Guarantor and certain other secured parties, but not the

Trustee nor the Certificateholders), the income and

proceeds from the Owner Trust Assets, which shall

include the Leased Aircraft and the rights to receive

payments pursuant to the leasing arrangements of such

Leased Aircraft.

Owner Trust Assets: Pursuant to the Owner Declaration of Trust, the Trustee

shall contribute to the Owner Trustee the Issuance

Proceeds Balance and all of its interest, rights, benefits

and entitlements, present and future, in and to the Rights

to Travel and, pursuant to the Owner Declaration of

Trust, the Owner Trustee shall use such assets:

(a) to credit the Secured Proceeds Account with the

Issuance Proceeds Balance;

(b) to procure the acquisition of Specified Aircraft

pursuant to the terms of the Procurement

Agreement using funds from the Secured

Proceeds Account together with the Rights to

Travel;

(c) to lease such Specified Aircraft (which shall be

Leased Aircraft) to the Lessor;

and shall enter into the Owner Trust Transaction

Documents, the Security Documents to which it is a party

and each of the relevant Proceeds Agreements.

Pursuant to the Owner Declaration of Trust, the Owner

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Trustee will declare a trust for the sole benefit of the

Trustee over the following, subject to the Security

Interests to be created (and the Owner Trustee's right to

do so) pursuant to the Security Documents to which it is a

party in favour of the ECA Security Trustee (on behalf of

the Guarantor and certain other secured parties, but not

the Trustee nor the Certificateholders) and each of the

Proceeds Agreements:

(a) the Issuance Proceeds Balance received from the

Trustee pending application thereof in

accordance with the terms of the Owner Trust

Transaction Documents;

(b) the interests, rights, benefits and entitlements,

present and future, of the Trustee in and to the

Rights to Travel which were purchased by the

Trustee pursuant to the Purchase of Services

Agreement and which have been contributed by

the Trustee to the Owner Trustee pursuant to the

Owner Declaration of Trust and remain to be

transferred to Emirates pursuant to the terms of

the Procurement Agreement or returned to the

Trustee pursuant to the terms of the Owner

Declaration of Trust (as the case may be);

(c) the interests, rights, benefits and entitlements,

present and future, of the Owner Trustee in, to

and under the Leased Aircraft and the Owner

Trust Transaction Documents (excluding any

representations given by Emirates to the Owner

Trustee pursuant to any of the Owner Trust

Transaction Documents); and

(d) all proceeds of the foregoing,

(the items listed above from (a) to (d) (inclusive), the

"Owner Trust Assets").

Security Documents: In respect of any of the Trustee's present and future rights,

title and interests in:

(a) each of the Leased Aircraft (as sole beneficiary

of the Owner Trust), the Trustee shall enter into

a Mortgage and a Cape Town Security

Agreement in respect of each such Leased

Aircraft; and

(b) certain of the Issuer Trust Assets and the Issuer

Trust Transaction Documents (excluding,

amongst other things, the ECGD Guarantee), the

Trustee shall enter into the Trustee Security

Assignment,

in order to create Security Interests over such rights in

favour of the ECA Security Trustee (on behalf of the

Guarantor and certain other secured parties, but not the

Certificateholders).

In respect of any of the Owner Trustee's rights, title and

interests in each of the Leased Aircraft and the Owner

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Trust Transaction Documents (other than the ECGD

Guarantee), the Owner Trustee shall enter into the

Security Documents to which it is a party (including a

Mortgage and a Cape Town Security Agreement in

respect of each such Leased Aircraft) in order to create

Security Interests over such rights in favour of the ECA

Security Trustee (on behalf of the Guarantor and certain

other secured parties, but not the Trustee or the

Certificateholders).

Upon the occurrence of a Certificates Trigger Event, the

ECA Security Trustee (on behalf of the Guarantor and

certain other secured parties, but not the

Certificateholders) shall be entitled to enforce the security

created pursuant to Security Documents and the Proceeds

Agreements.

The Guarantor's obligations to pay the Guaranteed

Amounts are irrevocable and unconditional under, and

subject to, the terms of the ECGD Guarantee but are not

subject to any security.

Limited Recourse: The proceeds of the Issuer Trust Assets and the ECGD

Guarantee are the sole source of payments on the

Certificates. Save as provided in Condition ‎4 (Status and

Limited Recourse), the Certificates do not represent an

interest in or obligation of any of the Trustee, Emirates,

the Owner Trustee, the Guarantor, the Delegate, the

Agents or any of their respective affiliates.

The sole right of the Certificateholders in respect of a

non-payment by the Guarantor under the ECGD

Guarantee shall be to give instructions to the Delegate (or

if the Delegate fails to act, a successor delegate or the

Trustee (acting through a successor delegate)) to enforce,

on behalf of the Trustee and in the interests of the

Certificateholders, the obligations of the Guarantor under

the ECGD Guarantee.

Issue Price: 100 per cent. of the principal amount of the Certificates.

Closing Date: 31 March 2015.

Profit Rate: 2.471 per cent.

Periodic Distribution Dates: 31 March, 30 June, 30 September and 31 December every

year, commencing on 30 June 2015.

Periodic Profit Distribution Amounts: On each Periodic Distribution Date, the Periodic Profit

Distribution Amounts shall be payable to the

Certificateholders in accordance with Schedule 2

(Periodic Profit Distribution Schedule) to the Conditions

and Condition ‎7.1 (Periodic Profit Distributions -

Periodic Profit Distribution Amounts).

Accrual of Profit: Profit amounts shall not accrue on Scheduled Payments

not made on the relevant Due Date.

Scheduled Redemptions and Periodic

Principal Distribution Amounts:

The Trustee will partially redeem the Certificates on each

Periodic Distribution Date at the relevant Periodic

Principal Distribution Amount in accordance with

Schedule 1 (Periodic Principal Distribution Schedule) to

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the Conditions and Condition ‎13.1 (Capital Distributions

of the Issuer Trust – Scheduled Dissolution).

Delivery Period: From, and including, the Closing Date to, and including,

the second Periodic Distribution Date.

The Issuance Proceeds Balance shall be credited to the

Secured Proceeds Account pending application thereof

for the purchase of Specified Aircraft expected to be

delivered during the Delivery Period in accordance with

the Owner Trust Transaction Documents. See further Use

of Proceeds.

During the Delivery Period, the Periodic Profit

Distribution Amounts are expected to be funded by

advance rental payments under the Owner Forward Lease

Agreements prior to Delivery, and actual rental payments

after Delivery. Emirates is obliged under the EK Forward

Lease Agreements to pay the same amount of advance

rental to the Lessor as the Lessor is required to pay to the

Owner Trustee under the Owner Forward Lease

Agreements. The obligation to pay initial advance rental

payment amounts on the Closing Date, which in

aggregate are equal to the first Periodic Distribution

Amount, under the Owner Forward Lease Agreements

shall be satisfied by Emirates paying the corresponding

initial advance rental payment amounts under the EK

Forward Lease Agreements to the Secured Proceeds

Account on the Closing Date.

The obligation to pay further advance rental payment

amounts and actual rental payment amounts during the

Delivery Period under the Owner Forward Lease

Agreements shall be satisfied by Emirates paying the

further advance rental payment amounts and actual rental

payment amounts under the EK Forward Lease

Agreements to the Transaction Account on the Banking

Day prior the first Periodic Distribution Date and second

Periodic Distribution Date, as applicable.

Pursuant to the Procurement Agreement, three Specified

Aircraft are expected to be delivered prior to the first

Periodic Distribution Date, and the fourth Specified

Aircraft is expected to be delivered during the second

Return Accumulation Period (the "Scheduled Delivery").

To the extent that delivery of the Specified Aircraft

follows the Scheduled Delivery, on the Banking Day

prior to:

(i) the first Periodic Distribution Date: (a) an

amount equal to the relevant portion of the first

Periodic Profit Distribution Amount

corresponding to the three Specified Aircraft

which have been delivered shall be deducted

from the Secured Proceeds Account and credited

to the Transaction Account pursuant to the terms

of the Secured Proceeds Account Agreement,

and an amount equal to the relevant portion of

the first Periodic Profit Distribution Amount

corresponding to the fourth Specified Aircraft

not yet delivered shall be payable by way of a

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further advance rental payment under the Owner

Forward Lease Agreement in respect of such

Specified Aircraft; and (b) an amount equal to

the relevant portion of the first Periodic Principal

Distribution Amount relating to the three

Specified Aircraft delivered prior to the first

Periodic Distribution Date shall be payable by

way of actual rental payments under the Owner

Forward Lease Agreements in respect of such

delivered Specified Aircraft; and

(ii) the second Periodic Distribution Date: (a) an

amount equal to the relevant portion of the

second Periodic Profit Distribution Amount

relating to the fourth Specified Aircraft delivered

during the second Return Accumulation Period

shall be deducted from the Secured Proceeds

Account and credited to the Transaction Account

pursuant to the terms of the Secured Proceeds

Account Agreement, and an amount equal to the

relevant portion of the second Periodic Profit

Distribution Amount relating to the three

Specified Aircraft delivered prior to the first

Periodic Distribution Date shall be payable by

way of actual rental payments under the Owner

Forward Lease Agreements in respect of such

Specified Aircraft; and (b) an amount equal to

the second Periodic Principal Distribution

Amount shall be payable by way of actual rental

payments under the Owner Forward Lease

Agreements in respect of all four delivered

Specified Aircraft.

If a Specified Aircraft is not delivered in accordance with

the Scheduled Delivery, payment of further advance

rental amounts shall be payable under the relevant Owner

Forward Lease Agreement(s). See Summary of Principal

Transaction Documents - Owner Forward Lease

Agreements, EK Forward Lease Agreements and Secured

Proceeds Account Agreement and Summary of Structure

Diagram and Cashflow.

Scheduled Dissolution Date: 31 March 2025.

Final Redemption: The Certificates will be finally redeemed on the

Scheduled Dissolution Date upon payment of the

aggregate of the final Periodic Principal Distribution

Amount and the final Periodic Profit Distribution

Amount.

Early Redemption: The Certificates may be subject to early redemption in

whole or in part in the circumstances specified in

Condition ‎13 (Capital Distributions of the Issuer Trust)

(as adjusted by Condition ‎14.2 (ECGD Guarantee -

Guaranteed Amount on Total Loss)) at the relevant

Dissolution Distribution Amount, Delivery Period Partial

Dissolution Amount, Partial Dissolution Amount, Trust

Property Distribution Amount or Aggregate Total Loss

Dissolution Amount (as applicable).

Upon an early redemption of the Certificates, each

- 15-

amount payable on early redemption shall be inclusive of

the relevant Make Whole Amount payable in accordance

with the Conditions, other than where redemption is in

accordance with Condition ‎13.2 (Capital Distributions of

the Issuer Trust – Mandatory Partial Dissolution

following a Non-Delivery Event), Condition ‎13.4 (Capital

Distributions of the Issuer Trust – Dissolution in Whole

following a Dissolution Event) in respect of Certificates

to be redeemed which relate to Specified Aircraft which

have not been delivered, Condition ‎13.6 (Capital

Distributions of the Issuer Trust – Dissolution following

Total Loss) (as adjusted by Condition ‎14.2 (ECGD

Guarantee - Guaranteed Amount on Total Loss)) and

Condition ‎13.7 (Capital Distributions of the Issuer Trust

– Mandatory Trust Property Distribution) in which case

no Make Whole Amount shall be payable.

Total Loss: Upon the occurrence of a Total Loss in respect of Leased

Aircraft, the relevant Certificates corresponding to such

Leased Aircraft shall be redeemed at the Aggregate Total

Loss Dissolution Amount on the Total Loss Dissolution

Date in accordance with Condition ‎13.6 (Capital

Distributions of the Issuer Trust – Dissolution following

Total Loss).

If the relevant Certificates are not so redeemed in full at

the Aggregate Total Loss Dissolution Amount on the

Total Loss Dissolution Date, upon receipt by the

Guarantor of a Non-Payment Notice (which is not

subsequently revoked) from the Principal Paying Agent

(acting on behalf of the Trustee), the Guarantor shall

either (at the option of the Guarantor) pay the Guaranteed

Amount:

(i) determined by reference to the Aggregate Total

Loss Dissolution Amount in full on the Default

Payment Date in accordance with

Condition ‎14.2(a)(i) (ECGD Guarantee -

Guaranteed Amount on Total Loss); or

(ii) provided the Total Loss Tangibility Requirement

is satisfied, determined by reference to the First

Total Loss Amount on the Default Payment

Date, and an amount equal to the relevant

Periodic Distribution Amounts on each

subsequent Periodic Distribution Date, provided

that in relation to the first such subsequent

Periodic Distribution Date, the profit amount

payable in respect of the Total Loss Certificates

shall be an amount equal to the Periodic Profit

Distribution Amount payable minus any portion

of such amount already paid, in accordance with

Condition ‎14.2(a)(ii) (ECGD Guarantee -

Guaranteed Amount on Total Loss).

On any Periodic Distribution Date thereafter, the

Guarantor shall be entitled to pay a Guaranteed Amount

determined by reference to the Balance Total Loss

Dissolution Amount in full in accordance with

Condition ‎14.2(b) (ECGD Guarantee - Guaranteed

- 16-

Amount on Total Loss) to discharge its obligations in

respect of the Total Loss Certificates.

Dissolution Event: Upon the occurrence of a Dissolution Event (as defined in

the Conditions), the ECA Security Trustee may exercise

the relevant Aircraft Purchase Undertaking(s), and the

ATKM Purchase Undertaking (as applicable), following

which the Certificates may be redeemed early in

accordance with Condition ‎13.3 (Capital Distributions of

the Issuer Trust – Partial Dissolution following a

Dissolution Event) and/or Condition ‎13.4 (Capital

Distributions of the Issuer Trust – Dissolution in Whole

following a Dissolution Event) (as applicable).

Make Whole Amount: In summary, the Make Whole Amount is the amount (as

determined by the Calculation Agent) equal to:

(a) the present value, as of the relevant redemption

date of the relevant Certificates, of the remaining

Periodic Distribution Amounts to the Scheduled

Dissolution Date computed by discounting such

payments on a quarterly basis on each Periodic

Distribution Date for the relevant Certificates

(assuming a 360-day year of twelve 30-day

months) using a discount rate equal to the

Treasury Yield (defined as "TY" in Condition ‎1

(Interpretation and Definitions)) plus 0.25%;

minus

(b) the outstanding principal amount of the

Certificates, as of the relevant redemption date

of the relevant Certificates, plus accrued

Periodic Profit Distribution Amounts to the

relevant redemption date of the relevant

Certificates,

subject to a minimum of zero.

For a precise definition of Make Whole Amount, see the

relevant defined term in Condition ‎1 (Interpretation and

Definitions).

Withholding Tax: Payments on the Certificates shall be made free and clear

of and without withholding or deduction for, or on

account of, any present or future Taxes, unless the

withholding or deduction of the Taxes is required by law.

In respect of any withholding or deduction for, or on

account of, any present or future Taxes which is required

by the laws of the United Kingdom, the Cayman Islands,

the United Arab Emirates or any Emirate therein or any

political subdivision or authority thereof or therein having

the power to tax (other than in respect of amounts subject

to withholding in accordance with FATCA), subject to

certain exceptions as set out in Condition ‎10 (Taxation),

Emirates is obliged to pay to the Trustee such additional

amounts so that the amount received by the Trustee shall

be the amount which would otherwise have been received

had such deduction or withholding tax not applied.

If the Guarantor is required by any law or regulation of

the United Kingdom to make any deduction or

- 17-

withholding from any sum payable by the Guarantor

under the ECGD Guarantee, only in very limited

circumstances will the Guarantor be required to increase

the amount payable under the ECGD Guarantee so that

the amount received by the Trustee shall be the amount

which would otherwise have been received had such

deduction or withholding tax not applied.

See further Risk Factors – It is uncertain whether

payments under the ECGD Guarantee could be subject to

United Kingdom withholding tax and, except in very

limited circumstances, the Guarantor has no obligation to

gross up for any withholding tax on any payments made

under the ECGD Guarantee.

Clearing Systems: DTC and/or Euroclear and Clearstream, Luxembourg.

See further Clearance and Settlement.

Transfer Restrictions: The Certificates and the ECGD Guarantee have not been

and will not be registered under the Securities Act and are

subject to significant restrictions on resale and transfer.

See Plan of Distribution and Form of Certificates and


Selling Restrictions: There are restrictions on the distribution of this

Information Memorandum and any offer or sale of the

Certificates in the United States, the United Kingdom, the

Cayman Islands, the Dubai International Financial

Centre, Hong Kong, Japan, the Kingdom of Bahrain, the

Kingdom of Saudi Arabia, Malaysia, Qatar Financial

Centre, Singapore, the State of Qatar (excluding Qatar

Financial Centre) and United Arab Emirates (excluding

the Dubai International Financial Centre). See Plan of

Distribution.

Volcker Rule: The Trustee will be primarily relying on one or more

exemptions under the Investment Company Act of 1940,

as amended, other than the exemptions contained in

Section (3)(c)(1) and Section 3(c)(7) of the Investment

Company Act. Accordingly, the Trustee is being

structured and intends to conduct its business so as not to

constitute a "covered fund" for purposes of the

regulations adopted to implement Section 619 of the

Dodd-Frank Wall Street Reform and Consumer

Protection Act. See Important Notices.

Listing and Trading: Application has been made for the Certificates to be

admitted to listing on the Official List of the UKLA and

to trading on the London Stock Exchange's regulated

market.

Application has been made for the Certificates to be

admitted to listing on the official list of securities

maintained by the DFSA and to trading on NASDAQ

Dubai.

ERISA Considerations: Plans and other entities subject to ERISA or Section 4975

of the U.S. Tax Code may not acquire Certificates (or any

interest in a Certificate). Plans subject to similar laws

may, subject to certain requirements, acquire Certificates

(or any interest in a Certificate). See Certain ERISA

- 18-

Considerations.

Governing Law: The Certificates and the Issuer Trust Transaction

Documents and any non-contractual obligations arising

out of or in connection with them will be governed by,

and construed in accordance with, English law.

Use of Proceeds: The Trustee has covenanted in the Issuer Declaration of

Trust to apply the Issuance Proceeds in accordance with

the Issuer Trust Transaction Documents. See further Use

of Proceeds.

Regulation S Certificates The ISIN for the Regulation S Certificates is

XS1203164782.

The Common Code for the Regulation S Certificates is

120316478.

Restricted Certificates The ISIN for the Restricted Certificates is

US49374GAA76.

The CUSIP for the Restricted Certificates is 49374GAA7.

The Common Code for the Restricted Certificates is

121042959.

- 19-

RISK FACTORS

The following is a summary of certain aspects of the Certificates about which prospective

Certificateholders should be aware. This summary is not intended to be exhaustive and prospective

Certificateholders should also read the detailed information set out elsewhere in this information

Memorandum and reach their own views prior to making any investment decision. Further, any

prospective Certificateholder should take its own legal, financial, accounting, tax and other relevant

advice as to the structure and viability of its investment.

The Certificates may not be a suitable investment for all investors

Each potential investor in the Certificates must determine the suitability of that investment in light of its

own circumstances.

The Certificates are complex financial instruments. Sophisticated institutional investors generally do not

purchase complex financial instruments as stand-alone investments. They purchase complex financial

instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition

of risk to their overall portfolios. A potential investor should not invest in the Certificates unless it has the

expertise (either alone or with a financial adviser) to evaluate how the Certificates will perform under

changing conditions, the resulting effects on the value of the Certificates and the impact this investment

will have on the potential investor's overall investment portfolio.

It is uncertain whether payments under the ECGD Guarantee could be subject to United Kingdom

withholding tax and, except in very limited circumstances, the Guarantor has no obligation to gross up

for any withholding tax on any payments made under the ECGD Guarantee

As a matter of current United Kingdom law, it is uncertain whether payments under the ECGD Guarantee

would be subject to deduction of, or withholding on account of, United Kingdom income tax (currently

20 per cent.). Under the terms of the ECGD Guarantee, the Guarantor is required to make additional

payments in respect of this deduction to, or to the order of, the Trustee on behalf of the Certificateholder

in very limited circumstances, but in practice the limited circumstances are unlikely to be met and in such

circumstances, additional payments would not be required to be made by the Guarantor under the ECGD

Guarantee in the event of United Kingdom income tax being deducted.

Accordingly, if there are circumstances where the Guarantor determines that United Kingdom tax should

be withheld from a payment made by the Guarantor under the ECGD Guarantee, it is likely that the

Trustee will not receive the full amount of the Guaranteed Amounts payable under the ECGD Guarantee.

As a result, the Trustee will not be able to distribute to the Certificateholders the full amount of

Guaranteed Amounts and Certificateholders will suffer a shortfall in expected payments. Such a shortfall

will not be considered a Dissolution Event for the purpose of the Certificates.

Information on Emirates and the Guarantor

In order to receive payments under the Certificates, holders will ultimately depend upon Emirates

fulfilling its obligations under the EK Forward Lease Agreements, the EK Service Agency Agreements,

the ATKM Purchase Undertaking and, in the case of an early redemption of Certificates in accordance

with Condition ‎13.5 (Capital Distributions of the Issuer Trust – Dissolution in Whole or in Part by

Emirates) (the relevant redemption amount thereunder only becoming payable under the Certificates to

the extent that such amount has been credited to the Transaction Account and the ECA Facility Agent is

satisfied that all other amounts owing by Emirates in connection with the exercise of one or more Sale

Undertakings has been satisfied), the Sale Agreement entered into upon exercise by Emirates of the Sale

Undertaking and transfer of the relevant Leased Aircraft to Emirates, or if Emirates fails to meet its

obligations under the EK Forward Lease Agreements, the EK Service Agency Agreements, the ATKM

Purchase Undertaking, upon the Guarantor to pay the Guaranteed Amounts under the ECGD Guarantee.

Accordingly, Certificateholders will ultimately rely on the credits of Emirates and the Guarantor to

receive payments under the Certificates. This Information Memorandum contains only limited

information regarding Emirates and the Guarantor which have been obtained from publicly available

sources without independent verification. Neither Emirates, other than in respect of the information set

out in the Description of Emirates with respect to Emirates, nor the Guarantor have provided information

for this Information Memorandum and none of the Trustee, the Owner Trustee, the Delegate, the

Managers, the Registrar nor the Principal Paying Agent have had access to, or conducted any due

- 20-

diligence investigation regarding Emirates or the Guarantor. Accordingly, potential investors in the

Certificates should conduct their own investigations regarding the creditworthiness of Emirates and the

Guarantor as part of their investment-making decision.

The Certificates are limited recourse obligations of the Trustee

The Certificates are not debt obligations of the Trustee. Instead, the Certificates represent an undivided

ownership interest solely in the Issuer Trust Assets. Recourse to the Trustee in respect of the Certificates

is limited to the Issuer Trust Assets and the proceeds of such Issuer Trust Assets are the sole source of

payments on the Certificates. Upon the occurrence of a Default, the sole rights of the Principal Paying

Agent (acting on behalf of the Trustee) will be to serve a Non-Payment Notice claiming for the payment

of the relevant Guaranteed Amount from the Guarantor under the ECGD Guarantee. Certificateholders

will have no recourse to the Rights to Travel nor to the Specified Aircraft, nor to any assets of the

Trustee, the Owner Trustee, the Delegate, Emirates or the Guarantor in respect of any shortfall in the

amounts due under the Certificates.

There is no assurance that, following the occurrence of a Default, the net proceeds of any enforcement

action taken by the Delegate (or any successor delegate) in accordance with Condition ‎15.2 (Enforcement

– Delegate not obliged to take action) and the Issuer Declaration of Trust with respect to the Issuer Trust

Assets (which will be limited to enforcing the obligations of the Guarantor under the ECGD Guarantee in

accordance with its terms) will be sufficient to make all payments due in respect of the Certificates. After

enforcing the rights in respect of the Issuer Trust Assets (in the manner described above) and distributing

the net proceeds of such Issuer Trust Assets in accordance with Condition ‎5.3 (The Issuer Trust -

Application of Proceeds from the Issuer Trust Assets), the obligations of the Trustee in respect of the

Certificates shall be satisfied and neither the Delegate nor any Certificateholder may take any further

steps against the Trustee or the Guarantor to recover any further sums in respect of the Certificates and

the right to receive any such sums unpaid shall be extinguished. Furthermore, under no circumstances

shall the Trustee, the Delegate or any Certificateholder have any right to cause the sale or other

disposition of any of the Rights to Travel nor any of the Specified Aircraft, except pursuant to the Issuer

Trust Transaction Documents. Certificateholders have no right to enforce the obligations of the Guarantor

under the ECGD Guarantee directly; the sole right of the Certificateholders in respect of a non-payment

by the Guarantor under the ECGD Guarantee shall be to give instructions to the Delegate (or if the

Delegate fails to act, a successor delegate or the Trustee (acting through a successor delegate)) to enforce,

on behalf of the Trustee and in the interests of the Certificateholders, the obligations of the Guarantor

under the ECGD Guarantee.

See further Condition ‎4.3 (Status and Limited Recourse – Agreement of Certificateholders).

Certificateholders are not entitled to redeem the Certificates upon a Default

Under the terms of the Certificates, the Issuer Declaration of Trust, the Owner Declaration of Trust and

the ECGD Guarantee, none of the Trustee, the Principal Paying Agent (acting on behalf of the Trustee)

nor the Delegate (acting on behalf of the Trustee in the interests of the Certificateholders), is entitled to

redeem the Certificates prior to the Scheduled Dissolution Date. Upon the occurrence of a Default, the

Principal Paying Agent (acting on behalf of the Trustee) may claim the Guaranteed Amount by delivering

a Non-Payment Notice under the terms of the ECGD Guarantee, but neither the Principal Paying Agent

nor the Delegate (acting on behalf of the Trustee and in the interests of the Certificateholders) shall be

entitled to redeem the Certificates early. In such circumstances, redemption of the Certificates prior to the

Scheduled Dissolution Date is dependent upon the ECA Security Trustee (at the direction of the ECA

Facility Agent) exercising the relevant Aircraft Purchase Undertakings and/or the ATKM Purchase

Undertaking (as applicable) in accordance with Condition ‎13.3 (Capital Distributions of the Issuer Trust

– Partial Dissolution following a Dissolution Event) and/or ‎13.4 (Capital Distributions of the Issuer Trust

– Dissolution in Whole following a Dissolution Event) (as applicable). Following a Non-Payment Notice

and a subsequent failure by the Guarantor to pay any Guaranteed Amounts due under the ECGD

Guarantee, the sole right of the Certificateholders in respect of a non-payment by the Guarantor under the

ECGD Guarantee shall be to give instructions to the Delegate (or if the Delegate fails to act, a successor

delegate or the Trustee (acting through a successor delegate)) to enforce, on behalf of the Trustee and in

the interests of the Certificateholders, the obligations of the Guarantor under the ECGD Guarantee.

- 21-

A claim under the ECGD Guarantee may result in delayed payment of the first Guaranteed Amount

paid under the ECGD Guarantee in respect of the Certificates and profit shall not accrue on the

Certificates during such period

Following a Default, upon receipt by the Guarantor of a validly served Non-Payment Notice (which is not

subsequently revoked) from the Principal Paying Agent (acting on behalf of the Trustee), the Guarantor

unconditionally and irrevocably guarantees to pay to the Transaction Account (or such other non-interest

bearing account specified by, or on behalf of, the Trustee) the relevant Guaranteed Amount on the Default

Payment Date (as more particularly defined in the Conditions), being the date falling on the (i) later of 15

Banking Days from but excluding the date of receipt of the Non-Payment Notice and (ii) 60 calendar days

from and including the relevant Default Date. No profit shall accrue on the Certificates during the period

from the Default Date to the Default Payment Date.

Following receipt by the Guarantor of a Non-Payment Notice from the Principal Paying Agent (acting on

behalf of the Trustee), if the unpaid Scheduled Payment under the Certificates is paid in full prior to the

first Default Payment Date following such Non-Payment Notice, such Non-Payment Notice is deemed to

be revoked. No profit shall accrue on the Certificates during the period from the Default Date to the

Relevant Date.

Following receipt by the Guarantor of a validly served Non-Payment Notice (which is not subsequently

revoked) from the Principal Paying Agent (acting on behalf of the Trustee) and payment of the relevant

Guaranteed Amount on the Default Payment Date immediately after the Default Date, thereafter, without

any requirement for a further Non-Payment Notice, the Guaranteed Amounts due under the Certificates

shall be made by the Guarantor under the terms of the ECGD Guarantee on the relevant Default Payment

Date corresponding to the relevant Due Date under the Certificates.

In the event of non-payment under the ECGD Guarantee, Certificateholders may not accelerate the

Certificates

In the event of non-payment by the Guarantor of the relevant Guaranteed Amount on the relevant Default

Payment Date under the ECGD Guarantee, the Certificateholders shall not be entitled to accelerate the

Certificates, but shall only be entitled to direct the Delegate (or if the Delegate fails to act, a successor

delegate or the Trustee (acting through a successor delegate)) to claim the relevant Guaranteed Amount

which remains unpaid under the ECGD Guarantee in accordance with Condition ‎15 (Enforcement) and

the terms of the ECGD Guarantee.

Certain redemption notices to Certificateholders are revocable

Notices to Certificateholders in respect of a redemption of Certificates in accordance with Condition ‎13.3

(Capital Distributions of the Issuer Trust – Partial Dissolution following a Dissolution Event),

Condition ‎13.4 (Capital Distributions of the Issuer Trust – Dissolution in Whole following a Dissolution

Event) are automatically revoked in accordance with and in the circumstances described in

Condition ‎13.11 (Capital Distributions of the Issuer Trust - Revocable Notices). If the relevant Partial

Dissolution Amount or Dissolution Distribution Amount is not received by the Certificateholders on the

relevant Partial Dissolution Date or the relevant Dissolution Date, as applicable, the notice to

Certificateholders stating such amounts to be due and payable under the Certificates shall be revoked in

accordance with Condition ‎13.11 (Capital Distributions of the Issuer Trust – Revocable Notice) and

Certificateholders shall not be entitled to claim against the Guarantor (acting through the Delegate or

otherwise) such Partial Dissolution Amounts or Dissolution Distribution Amounts, as applicable. In such

circumstances, amounts shall be due under the Certificates from and including the date of the Periodic

Distribution Date immediately preceding the relevant Partial Dissolution Date or relevant Dissolution

Distribution Date (as applicable) in accordance with Condition ‎7 (Periodic Profit Distributions) and the

Certificates shall be redeemed in accordance with Condition ‎13.1 (Capital Distributions of the Issuer

Trust - Scheduled Dissolution) as if such notice had never been given.

Yield to maturity of the Certificates may be adversely affected by early redemption

The yield to maturity of the Certificates may be adversely affected by the timing of any early redemption,

in whole or in part, of the Certificates as described in Condition ‎13 (Capital Distributions of the Issuer

Trust) and Condition ‎14.2 (ECGD Guarantee - Guaranteed Amount on Total Loss), including on early

redemption of the Certificates following a Dissolution Event and exercise by the ECA Security Trustee of

- 22-

the Aircraft Purchase Undertakings and/or the ATKM Purchase Undertaking (as applicable) in

accordance with Condition ‎13.3 (Capital Distributions of the Issuer Trust – Partial Dissolution following

a Dissolution Event) and/or Condition ‎13.4 (Capital Distributions of the Issuer Trust – Dissolution in

Whole following a Dissolution Event), an early redemption in accordance with Condition ‎13.6 (Capital

Distributions of the Issuer Trust – Dissolution following Total Loss) (as adjusted by Condition ‎14.2

(ECGD Guarantee - Guaranteed Amount on Total Loss)) or at the option of Emirates in accordance with

Condition ‎13.5 (Capital Distributions of the Issuer Trust – Dissolution in Whole or Part by Emirates), or

a mandatory early redemption in accordance with Condition ‎13.2 (Capital Distributions of the Issuer

Trust – Mandatory Partial Dissolution following a Non-Delivery Event) or Condition ‎13.7 (Capital

Distributions of the Issuer Trust – Mandatory Trust Property Distribution).

In the circumstances described above, where there is an early redemption of the Certificates,

Certificateholder investment expectations in relation to the Certificates may not be met.

Make Whole Amounts are not payable in certain circumstances and may not be sufficient when they

are payable

The Certificates may be redeemed early, in whole or in part, in circumstances described in Condition ‎13

(Capital Distributions of the Issuer Trust). Make Whole Amounts will be included in the calculation of

the relevant redemption amounts due and payable in circumstances where the Certificates are redeemed

early in accordance with Condition ‎13.3 (Capital Distributions of the Issuer Trust – Partial Dissolution

following a Dissolution Event), Condition ‎13.4 (Capital Distributions of the Issuer Trust – Dissolution in

Whole following a Dissolution Event) in respect of only Certificates to be redeemed which relate to

Leased Aircraft which have been delivered, or Condition ‎13.5 (Capital Distributions of the Issuer Trust –

Dissolution in Whole or in Part by Emirates). Make Whole Amounts shall not be included in the

calculation of the relevant redemption amounts due and payable in circumstances where the Certificates

are redeemed early in accordance with Condition ‎13.2 (Capital Distributions of the Issuer Trust –

Mandatory Partial Dissolution following a Non-Delivery Event), Condition ‎13.4 (Capital Distributions of

the Issuer Trust – Dissolution in Whole following a Dissolution Event) in respect of Certificates to be

redeemed which relate to Specified Aircraft which have not been delivered, Condition ‎13.6 (Capital

Distributions of the Issuer Trust – Dissolution following Total Loss) (as adjusted by Condition ‎14.2

(ECGD Guarantee - Guaranteed Amount on Total Loss)) and Condition ‎13.7 (Capital Distributions of the

Issuer Trust – Mandatory Trust Property Distribution).

Where Make Whole Amounts are included in the calculation of the relevant redemption amounts due and

payable, such Make Whole Amount may not be sufficient to cover the differential between the yield

which the Certificateholders would expect to receive if they held the Certificates until the Scheduled

Dissolution Date and any alternative investment which the Certificateholders may make at the time of

redemption with the proceeds of such redemption.

Effectiveness of proposed waivers, amendments and Certificateholders' resolutions subject to the

Guarantor's approval

Under the terms of the Certificates and the Issuer Declaration of Trust, the ECA Facility Agent's prior

written consent is required in order for (i) any proposed amendments or modifications to the Certificates,

the Conditions, the Issuer Trust Transaction Documents, the Trustee Security Documents, the other

Transaction Documents to which the Trustee is a party or the Trustee's memorandum and articles of

association, or authorisations or waivers by the Trustee (or the Delegate acting on behalf of the Trustee

and in the interests of the Certificateholders), or (ii) any proposed Extraordinary Resolutions or Written

Resolutions (each as defined in the Issuer Trust Declaration of Trust) (other than in respect of an

Extraordinary Resolution or Written Resolution to discharge or exonerate the Delegate from any liability

in respect of any act or omission for which it may become responsible under the Issuer Declaration of

Trust, the Certificates or any Issuer Trust Transaction Document) passed by the Certificateholders, to be

effective, provided that the ECA Facility Agent shall not withhold its consent to such amendment,

modification, authorisation, waiver, Extraordinary Resolution or Written Resolution (as the case may be)

solely to prevent enforcement of the terms of the ECGD Guarantee in the case of a breach or proposed

breach by the Guarantor under the ECGD Guarantee. There can be no assurance that any such consent

from the ECA Facility Agent will be forthcoming in such circumstances.

Absence of secondary market and limited liquidity of the Certificates

- 23-

Notwithstanding the fact that an application has been made for the Certificates to be admitted to: (a) the

Official List of the UKLA and to trading on the London Stock Exchange's regulated market; and (b) the

official list of securities maintained by the DFSA and to trading on NASDAQ Dubai, there can be no

assurance that a secondary market will develop, or, if a secondary market does develop for any of the

Certificates, that it will provide the holder of the Certificates with liquidity or that any such liquidity will

continue for the life of the Certificates. Consequently, any purchaser of the Certificates must be prepared

to hold such Certificates for an indefinite period of time or until final redemption or maturity of the

Certificates. The liquidity and market value at any time of the Certificates is affected by, among other

things, the market view of the credit risk of such Certificates and will generally fluctuate with general

interest rate fluctuations, general economic conditions, the condition of certain financial markets and

domestic and international political events.

The Certificates may be subject to restrictions on transfer which may adversely affect the value of the

Certificates

Neither the Certificates nor the ECGD Guarantee have been nor will be registered under the Securities

Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The

Certificates may not be offered or sold within the United States or to, or for the account of, U.S. persons,

except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the

Securities Act. Similar restrictions will apply in other jurisdictions. In addition, the Trustee has not been

and will not be registered as an "investment company" under the Investment Company Act. The

Certificates and the Paying Agency Agreement will contain provisions that will restrict the Certificates

from being offered, sold or otherwise transferred except pursuant to the exemptions available pursuant to

Rule 144A and Regulation S, or other specified exceptions, under the Securities Act in transactions that

would not require the Trustee to register under the Investment Company Act. Furthermore, the Trustee

has not registered the Certificates or the ECGD Guarantee under any other country's securities laws.

Investors must ensure that their offers and sales of the Certificates within the United States and other

countries comply with applicable securities laws. See Plan of Distribution and Form of Certificates and


Certificateholders will be reliant on DTC, Euroclear and/or Clearstream, Luxembourg procedures to

exercise certain rights under the Certificates

The Certificates will be represented on issue by one or more Global Certificates that will be deposited

with a nominee for DTC or will be deposited with a common depositary for Euroclear and Clearstream,

Luxembourg. Except in the limited circumstances described in the Global Certificates, investors will not

be entitled to receive Certificates in definitive form. Each of DTC, Euroclear and Clearstream,

Luxembourg and their direct and indirect participants will maintain records of the beneficial interests in

the Global Certificates. While the Certificates are represented by the Global Certificates, investors will be

able to trade their beneficial interests only through the relevant clearing systems and their respective

participants. While the Certificates are represented by the Global Certificates, the Trustee will discharge

its payment obligation under the Certificates by making payments through the relevant clearing systems.

A holder of a beneficial interest in a Global Certificate must rely on the procedures of the relevant

clearing system and its participants to receive payments under the relevant Certificates. The Trustee has

no responsibility or liability for the records relating to, or payments made in respect of, beneficial

interests in a Global Certificate. See further Clearance and Settlement.

Holders of beneficial interests in a Global Certificate will not have a direct right to vote in respect of the

relevant Certificates. Instead, such holders will be permitted to act only to the extent that they are enabled

by the relevant clearing system and its participants to appoint appropriate proxies.

Change of law

The Conditions are based on English law in effect as at the date of this Information Memorandum. No

assurance can be given as to the impact of any possible judicial decision or change to English law or

administrative practice after the date of this Information Memorandum.

Payments on the Certificates may be subject to U.S. withholding under FATCA

Because a portion of the Periodic Profit Distribution Amount may be treated as U.S. source income, under

U.S. federal income tax laws, including U.S. federal withholding tax laws and the U.S. Foreign Account

- 24-

Tax Compliance provisions of the Hiring Incentives to Restore Employment Act ("FATCA"), the United

States may impose withholding of 30 per cent. against any U.S. source portion of the Periodic Profit

Distribution Amounts and, after 31 December 2016, to the entirety of the proceeds realised on a

disposition of a Certificate, unless in either case certain requirements, including the provision of certain

documentation from Certificateholders, are met. No gross up will be paid to a Certificateholder with

respect to any such taxes that are withheld. See Taxation – United States – U.S. Tax Considerations for

Non-U.S. Holders. Prospective investors should consult their own tax advisors regarding the potential

application of U.S. federal income tax withholding rules and FATCA.

There is no assurance that the Certificates will be compliant with the principles of Islamic finance

The Shari'a Supervisory Board of Citi Islamic Investment Bank E.C., the Executive Shariah Committee of

HSBC Saudi Arabia Limited, the Shariah Committee of National Bank of Abu Dhabi, the Shari'a

Advisors of J.P. Morgan, the Shari'a Supervisory Committee of Standard Chartered Bank and the Fatwa

and Shari'a Supervision Board of Dubai Islamic Bank are expected to confirm that the Certificates are, in

their view, compliant with the principles of Islamic finance.

However, there can be no assurance that the transaction structure or issue and trading of the Certificates

will be deemed to be compliant with the principles of Islamic finance by any other Islamic finance

advisory board or scholars on the principles of Islamic finance and their application, and prospective

Certificateholders should not rely on the confirmation as described above in deciding whether or not to

make an investment in the Certificates. None of the Trustee, Emirates, the Guarantor, the Managers, the

Delegate or the Agents makes any representation as to the compliance with the principles of Islamic

finance of the Certificates and potential investors are reminded that, as with any views on Islamic finance,

differences in opinion are possible. Potential investors should obtain their own independent Islamic

finance advice as to the compliance of the structure and the issue and trading of the Certificates with the

principles of Islamic finance.

Shari'a requirements in relation to interest awarded by a court

In accordance with applicable Shari'a principles, each of the Trustee and the Delegate will waive all and

any entitlement it may have to interest awarded in its favour by any court in connection with any dispute

under any of the Issuer Trust Transaction Documents. Should there be any delay in the enforcement of a

judgment given against Emirates or the Owner Trustee, judgment interest may accrue in respect of that

delay and, as a result of the waiver referred to above, Certificateholders will not be entitled to receive any

part of such interest.

- 25-

GUARANTEED AMOUNTS

Set out below is a structure diagram setting out certain of the cashflows extracted from the structure

diagram in "Structure Diagram and Cashflows" using the corresponding numbering, together with a

short summary of the Guaranteed Obligations in respect of the Guaranteed Amounts under the ECGD

Guarantee.

This section is qualified in its entirety by reference to the more detailed information appearing elsewhere

in this Information Memorandum. Words and expressions defined in the "Terms and Conditions of the

Certificates", "Summary of the ECGD Guarantee" and "Summary of Principal Transaction Documents"

shall have the same meanings in this section. In the case of any conflict between this section and the

Conditions, the Conditions shall prevail. Reference to "Condition" is to a numbered condition of the

Terms and Conditions of the Certificates.

The principal Guaranteed Obligations are illustrated as numbers 13, 17, 20, 15, 18 and 21 above (such

numbered references corresponding to the structure diagram in "Structure Diagram and Cashflows").

Under the terms of the ECGD Guarantee, upon receipt by the Guarantor of a Non-Payment Notice (which

is not subsequently revoked) from the Principal Paying Agent (acting on behalf of the Trustee) following

the occurrence of a Default, the Guarantor irrevocably and unconditionally guarantees to pay to the

Transaction Account (or to such other non-interest bearing account as specified by, or on behalf of, the

Trustee) the relevant Guaranteed Amount in accordance with the terms of the ECGD Guarantee (each

such capitalised term as defined in the Conditions) provided such amount remains unpaid as at the date of

payment under the ECGD Guarantee. See Summary of the ECGD Guarantee.

The Guaranteed Obligations (as defined in the Conditions) under the relevant Issuer Trust Transaction

Documents and the Owner Trust Transaction Documents are intended to fund the payments due under the

Certificates. The sum of the Guaranteed Amounts guaranteed by the Guarantor under the terms of the

ECGD Guarantee will be equal to the amounts due under the Certificates.

- 26-

SUMMARY OF THE ECGD GUARANTEE

The following description of the ECGD Guarantee referred to below is a summary only and does not

purport to be a complete description. The statements made herein are subject to the detailed provisions of

the ECGD Guarantee. The description of the ECGD Guarantee below is qualified in its entirety by

reference to the executed version of the ECGD Guarantee and, in the event of any inconsistency, the

executed version of the ECGD Guarantee will prevail.

Copies of the ECGD Guarantee will be available for inspection by the Certificateholders at the offices of

the Principal Paying Agent in London and the registered offices of the Trustee in the Cayman Islands

during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).

Capitalised terms used but not defined in this Summary of the ECGD Guarantee have the meaning given

to them in the Conditions.

Guaranteed Amounts

Under the terms of the ECGD Guarantee, and in respect of the Guaranteed Obligations, upon receipt by

the Guarantor of a Non-Payment Notice (which is not subsequently revoked) from the Principal Paying

Agent (acting on behalf of the Trustee) following the occurrence of a Default, the Guarantor irrevocably

and unconditionally guarantees to pay to the Transaction Account (or to such other non-interest bearing

account as specified by, or on behalf of, the Trustee) the relevant Guaranteed Amount, provided such

amount remains unpaid as at the date of payment under the ECGD Guarantee.

The Guaranteed Amount (as more particularly described in the Conditions) payable under the ECGD

Guarantee is equal to the amount of the relevant Scheduled Payment due on the Certificates on the Due

Date minus the Transaction Account Balance in respect of such date. The sum of the Guaranteed

Amounts guaranteed by the Guarantor under the terms of the ECGD Guarantee will be equal to the

amounts due under the Certificates.

Non-Payment Notice and revocation of a Non-Payment Notice

Where a validly served Non-Payment Notice is received by the Guarantor, and not subsequently revoked,

pursuant to the ECGD Guarantee, the initial payment by the Guarantor of the relevant Guaranteed

Amount in respect of the relevant unpaid Scheduled Payment shall be made on the Default Payment Date

(as more particularly defined in the Conditions), being (in respect of the first payment of a Guaranteed

Amount under the ECGD Guarantee) the later of 15 Banking Days from but excluding the date of receipt

of the Non-Payment Notice and 60 calendar days from and including the relevant Default Date.

Following receipt by the Guarantor of a Non-Payment Notice from the Principal Paying Agent (acting on

behalf of the Trustee), if the unpaid Scheduled Payment under the Certificates is paid in full prior to the

first Default Payment Date following such Non-Payment Notice, such Non-Payment Notice shall be

revoked.

The ECGD Guarantee also provides that to the extent that any amounts of the unpaid Scheduled Payment

under the Certificates are paid to the Transaction Account by or on behalf of the Trustee following

delivery of a Non-Payment Notice and prior to the first Default Payment Date, and upon actual

knowledge thereof the Principal Paying Agent (acting on behalf of the Trustee) shall as soon as

practicable notify the Guarantor of the same in writing (as set out in the ECGD Guarantee) by submitting

a replacement Non-Payment Notice revoking the amounts claimed in the previous Non-Payment Notice

and (to the extent there are any such amounts) stating the outstanding Guaranteed Amounts then due and

payable by the Guarantor under ECGD Guarantee).

Guarantor's obligations upon receipt of a Non-Payment Notice

Following a Default, upon receipt by the Guarantor of a validly served Non-Payment Notice (which is not

subsequently revoked) from the Principal Paying Agent (acting on behalf of the Trustee), under the terms

of the ECGD Guarantee the Guarantor has unconditionally and irrevocably guaranteed to pay to the

Transaction Account (or such other non-interest bearing account specified by, or on behalf of, the

Trustee) on each Default Payment Date the relevant Guaranteed Amounts (subject to Condition ‎14.2

(ECGD Guarantee - Guaranteed Amount on Total Loss) and the terms of the ECGD Guarantee), and

thereafter, subject to the obligation to pay the Guaranteed Amounts on the relevant Due Dates in respect

- 27-

of an early redemption of the Certificates under Condition ‎13.2 (Capital Distributions of the Issuer Trust

– Mandatory Partial Dissolution following a Non-Delivery Event), Condition ‎13.3 (Capital Distributions

of the Issuer Trust – Partial Dissolution following a Dissolution Event), Condition ‎13.4 (Capital

Distributions of the Issuer Trust – Dissolution in Whole following a Dissolution Event), Condition ‎13.6

(Capital Distributions of the Issuer Trust - Dissolution following Total Loss) (as adjusted by

Condition ‎14.2 (ECGD Guarantee - Guaranteed Amount on Total Loss)) and/or Condition ‎13.7 (Capital

Distributions of the Issuer Trust – Mandatory Trust Property Distribution)), without any requirement for

service of a subsequent Non-Payment Notice, to pay the relevant Guaranteed Amount corresponding to

the Scheduled Payments in accordance with Condition ‎7 (Periodic Profit Distribution) and

Condition ‎13.1 (Capital Distributions of the Issuer Trust – Scheduled Dissolution) on each subsequent

Default Payment Date until the Certificates mature.

Taxation

If the Guarantor is required by any law or regulation of the United Kingdom to make any deduction or

withholding from any sum payable by the Guarantor under the ECGD Guarantee, in very limited

circumstances the Guarantor is required to increase the amount payable under the ECGD Guarantee so

that the amount received by the Trustee shall be the amount which would otherwise have been received

had such deduction or withholding tax not applied.

See further Risk Factors – It is uncertain whether payments under the ECGD Guarantee could be subject

to United Kingdom withholding tax and, except in very limited circumstances, the Guarantor has no

obligation to gross up for any withholding tax on any payments made under the ECGD Guarantee.

Limitation on Guaranteed Obligations

Under the ECGD Guarantee, the obligations of the Guarantor thereunder will not be discharged or

impaired by certain matters including, without limitation: (i) the Guaranteed Obligations being or

becoming in whole or in part invalid, illegal, unenforceable or void for any reason; or (ii) the winding up,

dissolution, administration, re-organisation or moratorium of the Trustee and/or the Owner Trustee and/or

the Lessor and/or Emirates or any change in such party's status, function, control or ownership.

Any amounts which may be due on Excluded Certificates are not included in the Guaranteed Amounts

under the ECGD Guarantee. Following service of a Non-Payment Notice, the right to receive any

payments in respect of any Excluded Certificates shall be deemed to be void and Emirates and the Trustee

shall be required to cancel, or procure the cancellation of, such Excluded Certificates in full without

payment and such Excluded Certificates may not be reissued or sold.

Enforcement of the ECGD Guarantee

No Certificateholder shall be entitled to proceed directly against the Guarantor. The Certificateholders

shall be entitled to give instructions to the Delegate, in accordance with the terms of the Issuer

Declaration of Trust, to enforce, on behalf of the Trustee and in the interests of the Certificateholders, the

obligations of the Guarantor under the ECGD Guarantee. In the event that the Delegate, having become

bound to proceed pursuant to Condition ‎15.2 (Enforcement – Delegate not obliged to take action) fails to

do so within a reasonable period of becoming so bound and such failure is continuing, the

Certificateholders shall be entitled, in accordance with the terms of the Issuer Declaration of Trust, to

appoint a successor delegate and to give instructions to such successor delegate, or to the Trustee (acting

through a successor delegate appointed by the Trustee), to enforce, on behalf of the Trustee and in the

interests of the Certificateholders, the obligations of the Guarantor under the ECGD Guarantee. Under no

circumstances shall the Delegate or any Certificateholder have any right to cause the sale or other

disposition of any of the Issuer Trust Assets (other than pursuant to the Issuer Trust Transaction

Documents) and the sole rights of the Certificateholders in respect of the ECGD Guarantee shall be to

give instructions to the Delegate (or if the Delegate fails to act, a successor delegate or the Trustee (acting

through a successor delegate)) to enforce, on behalf of the Trustee and in the interests of the

Certificateholders, the obligations of the Guarantor under the ECGD Guarantee.

Click here to enter text. - 28-

STRUCTURE DIAGRAM AND CASHFLOWS

Emirates

Lessor SPV

ECGD

Secured

Proceeds

Account

Emirates Owner SPV Emirates

Manufacturer

Trustee

Certificateholders

12. Advanced Rental

16. Actual Rental

11. Emirates

Forward Lease of

Aircraft and EK

Service Agency

Agreement

10. Owner Forward

Lease of Aircraft

and Owner Service

Agency Agreement

20. Aircraft

Exercise

Price

13. Advance

Rental

17. Actual

Rental

19. Aircraft

Purchase

Undertaking

30. Security

31. Security

29. Security

14. Delivery

Period Periodic

Profit Distribution

Amount

8. Issuance

Proceeds

Balance

28. ECGD

Guarantee

Purchase

Price for

Aircraft

9. Procurement

15. Advance

Rental

18. Actual Rental

21. Aircraft Exercise

Price

7. Issuance

Proceeds

Balance and

Rights to

Travel

6. Declaration

of Owner

Trust

4. Purchase

of Rights to

Travel

5. ATKM

Purchase

Price

22. ATKM

Exercise

Price

23. ATKM

Purchase

Undertaking

25. Aircraft

Exercise Price

24. Aircraft Sale

Undertaking

Sale of Aircraft

27. Dissolution

Distribution Amounts /

Partial Dissolution

Amounts / Delivery Period

Partial Distribution

Amounts / Aggregate

Total Loss Dissolution

Amounts / Trust Property

Distribution Amount

3. Declaration

of Issuer Trust

2. Issuance

Proceeds1. Certificates

26. Periodic

Distribution

Amounts

Notes

ECA Security

Trustee

Cash flow

Asset flow

Delivery of Aircraft

32. Security

- 29-

SUMMARY OF STRUCTURE DIAGRAM AND CASHFLOW

Set out on the previous page is a structure diagram, and set out below is a summary, of the main cash

flows underlying the transaction.

This section is qualified in its entirety by reference to the more detailed information appearing elsewhere

in this Information Memorandum. Words and expressions defined in the "Terms and Conditions of the

Certificates" and "Summary of Principal Transaction Documents" shall have the same meanings in this

section. In the case of any conflict between this section and the Conditions, the Conditions shall prevail.

Reference to "Condition" is to a numbered condition of the Conditions of the Certificates.

On the Closing Date

1 and 2: The Trustee issues Certificates to Certificateholders in consideration for the Issuance Proceeds.

3: The Trustee declares a trust in favour of the Certificateholders over the Issuer Trust Assets.

4 and 5: Pursuant to the Purchase of Services Agreement, Emirates (as Seller) sells and transfers on the

Closing Date to the Trustee (as Purchaser) all of the Rights to Travel in consideration for the ATKM

Purchase Price. The ATKM Purchase Price comprises: (i) the Initial ATKM Amount, which is payable by

the Trustee to Emirates (or to Emirates' order) on the Closing Date; and (ii) the ATKM On-Demand

Amount, which will be payable on demand in four instalments, each such instalment being payable on the

relevant ATKM Payment Date (subject to, if the relevant ATKM Payment Date is a date on which a

Delivery occurs, Emirates delivering to the Trustee and the Owner Trustee a Certificate of Delivery in

respect of the relevant Specified Aircraft where permitted to do so in accordance with the Procurement

Agreement).

6, 7, 8 and 9: The Trustee shall contribute to the Owner Trust the Issuance Proceeds Balance and all of its

interest, rights, benefits and entitlements, present and future, in and to the Rights to Travel and, pursuant

to the Owner Declaration of Trust, the Owner Trustee shall use such assets to: (a) credit the Secured

Proceeds Account with the Issuance Proceeds Balance; (b) procure the acquisition of Specified Aircraft

pursuant to the terms of the Procurement Agreement using funds from the Secured Proceeds Account,

together with the Rights to Travel; (c) lease such Specified Aircraft to the Lessor (see 10 below), and it

shall enter into the Owner Trust Transaction Documents, the Security Documents to which it is a party

(see 29 below) and each of the relevant Proceeds Agreements.

10: The Owner Trustee shall lease each Specified Aircraft to the Lessor under the relevant Owner

Forward Lease Agreement and the Owner Trustee shall appoint the Lessor as service agent in respect of

each Leased Aircraft under the relevant Owner Service Agency Agreement.

11: The Lessor shall sub-lease each Leased Aircraft to Emirates under the relevant EK Forward Lease

Agreement and the Lessor shall appoint Emirates as service agent in respect of each Leased Aircraft

under the relevant EK Service Agency Agreement.

12, 13 and 14: Under the Owner Forward Lease Agreements, and in accordance with the Scheduled

Delivery, the Lessor shall be obliged to pay initial advance rental amounts: (i) on the Closing Date, to the

Owner Trustee in an amount equal to the Periodic Profit Distribution Amount payable under the

Certificates on the first Periodic Distribution Date; and (ii) on the relevant Delivery Date, an amount

equal to the equity portion of the price payable to the Manufacturer for the Specified Aircraft. Emirates is

obliged to pay the equivalent amount of initial advance rental amounts to the Lessor on the Closing Date

and the relevant Delivery Date under the relevant EK Forward Lease Agreements. The Lessor's obligation

to pay to the Owner Trustee, and Emirates' obligation to pay to the Lessor: (a) the amount in clause (i)

above, shall be satisfied by Emirates crediting such amount to the Secured Proceeds Account on the

Closing Date; and (b) the amount in clause (ii) above, shall be satisfied by Emirates paying such amount

directly to the Manufacturer on the relevant Delivery Date.

14, 15 and 26: To the extent that delivery of the Specified Aircraft follows the Scheduled Delivery, on

the Banking Day prior to the first Periodic Distribution Date, an amount equal to the relevant portion of

the first Periodic Profit Distribution Amount corresponding to the three Specified Aircraft which have

delivered shall be deducted from the Secured Proceeds Account and credited to the Transaction Account

pursuant to the terms of the Secured Proceeds Account Agreement, and an amount equal to the relevant

portion of the first Periodic Profit Distribution Amount corresponding to the fourth Specified Aircraft not

- 30-

yet delivered shall be payable by way of a further advance rental payment under the Owner Forward

Lease Agreement in respect of such Specified Aircraft.

If a Specified Aircraft is not delivered prior to the first Periodic Distribution Date as expected, but is

delivered during the second Return Accumulation Period, the relevant portion of the Periodic Profit

Distribution Amount attributable to such Specified Aircraft not so delivered payable on the Certificates

on the first Periodic Distribution Date shall not be funded from the amounts standing to the credit of the

Secured Proceeds Account (see 14 above) but shall be funded by a further advance rental payment

payable under the relevant Owner Forward Lease Agreements and relevant EK Forward Lease Agreement

on the Banking Day prior to the first Periodic Distribution Date.

14, 15, 16, 17 and 26: To the extent that delivery of the Specified Aircraft follows the Scheduled

Delivery, on the Banking Day prior to the second Periodic Distribution Date, in respect of the Specified

Aircraft delivered during the second Return Accumulation Period, an amount equal to the relevant portion

of the second Periodic Profit Distribution Amount relating to such Specified Aircraft shall be deducted

from the Secured Proceeds Account and credited to the Transaction Account pursuant to the terms of the

Secured Proceeds Account Agreement, and an amount equal to the relevant portion of the second Periodic

Principal Distribution Amount relating to such Specified Aircraft shall be payable by way of an actual

rental payment under the Owner Forward Lease Agreements in respect of such Specified Aircraft. In

respect of the Specified Aircraft delivered during the first Return Accumulation Period, an amount equal

to relevant portion of the second Periodic Distribution Amount corresponding to the such Specified

Aircraft shall be payable by way of actual rental payments under the Owner Forward Lease Agreements

in respect of such Specified Aircraft.



Distribution Amount attributable to such Specified Aircraft payable on the Certificates on the first

Periodic Distribution Date which was not deducted from the Secured Proceeds Account on the Banking

Day prior to the first Periodic Distribution Date shall be deducted from the Secured Proceeds Account

and credited to the Transaction Account pursuant to the terms of the Secured Proceeds Account

Agreement on the Banking Day prior to the second Periodic Distribution Date to fund the relevant portion

of the Periodic Profit Distribution Amount attributable to such Specified Aircraft payable on the

Certificates on the second Periodic Distribution Date. Such transfer from the Secured Proceeds Account

to the Transaction Account shall be set off against the obligation to pay an actual rental payment under

the relevant Owner Forward Lease Agreements and relevant EK Forward Lease Agreement on the

Banking Day prior to the second Periodic Distribution Date.

16, 17, 18 and 26: Following the Delivery Period End Date, actual rental amounts equal to the Periodic

Distribution Amounts payable on the Certificates on each Periodic Distribution Date thereafter shall be

payable by Emirates to the Lessor under the EK Forward Lease Agreements (in aggregate), and by the

Lessor to the Owner Trustee under the Owner Forward Lease Agreements (in aggregate), on the Banking

Day prior to the relevant Periodic Distribution Date. The Lessor's obligation to pay to the Owner Trustee,

and Emirates' obligation to pay to the Lessor, such amounts of actual rental shall be satisfied by Emirates

crediting to the Transaction Account on the Banking Day prior to the relevant Periodic Distribution Date

an amount equal to the relevant Periodic Distribution Amount payable under the Certificates on such

relevant Periodic Distribution Date.

19, 20, 21 and 27: The Lessor shall grant in favour of the Owner Trustee and the ECA Security Trustee

an Aircraft Purchase Undertaking in respect of each of the Leased Aircraft, pursuant to which it

undertakes, on or following the occurrence of a Dissolution Event, to purchase all of the Owner Trustee's

rights, title and interest in and under the Leased Aircraft (to be transferred to it or to a nominee, as

applicable) in consideration for the relevant Aircraft Exercise Price upon the relevant Aircraft Purchase

Undertaking(s) being exercised. Upon notice from the ECA Facility Agent to the Trustee (with a copy to

the Principal Paying Agent and the Delegate) that one or more of the Aircraft Purchase Undertakings

have been exercised, the Trustee shall notify the Certificateholders thereof in accordance with

Condition ‎17 (Notices) and the relevant provisions of Condition ‎13 (Capital Distributions of the Issuer

Trust) and the Certificates shall:

(i) continue to be redeemed in accordance with Condition ‎13.1 (Capital Distributions of the Issuer

Trust – Scheduled Dissolution), provided that the Dissolution Event Tangibility Requirement is

met;

- 31-

(ii) be redeemed in part in accordance with Condition ‎13.3 (Capital Distributions of the Issuer Trust

– Partial Dissolution following a Dissolution Event) at the relevant Partial Dissolution Amount

(such amount as elected by the ECA Facility Agent and notified to the Trustee by the ECA

Facility Agent); or

(iii) be redeemed in whole in accordance with Condition ‎13.4 (Capital Distributions of the Issuer

Trust – Dissolution in Whole following a Dissolution Event).

22, 23 and 27: Emirates shall grant in favour of the Trustee and the ECA Security Trustee an ATKM

Purchase Undertaking, pursuant to which it undertakes, upon the occurrence of a Non-Delivery Event, or

a Dissolution Event during the Delivery Period, as applicable and the exercise of the ATKM Purchase

Undertaking, to purchase all of the Trustee's rights, title and interest in and under the relevant portion of

Rights to Travel in consideration for the relevant ATKM Exercise Price on the ATKM Redemption Date

specified in the ATKM Exercise Notice. Upon receiving notice thereof from the ECA Facility Agent, the

Trustee shall notify the Certificateholders that the ATKM Purchase Undertaking has been exercised

whereupon the Certificates shall be redeemed in whole or in part (as applicable) in accordance with

Condition ‎13.2 (Capital Distributions of the Issuer Trust – Mandatory Partial Dissolution following a

Non-Delivery Event) or Condition ‎13.4 (Capital Distributions of the Issuer Trust – Dissolution in Whole

following a Dissolution Event) (as applicable).

24, 25 and 27: The Owner Trustee shall grant in favour of Emirates an Aircraft Sale Undertaking in

respect of each of the Leased Aircraft, pursuant to each of which it undertakes to sell to Emirates all of its

rights, title and interest in and under the relevant Leased Aircraft in consideration for the relevant Aircraft

Sale Undertaking Exercise Price upon the exercise of the Aircraft Sale Undertaking: (i) at any time from

but excluding the Delivery Period End Date, but prior to the occurrence of a Dissolution Event or a

Potential Dissolution Event, in respect of which, the Certificates shall be redeemed in whole or in part in

accordance with Condition ‎13.5 (Capital Distributions of the Issuer Trust – Dissolution in Whole or in

Part by Emirates); or (ii) at any time after a Discharge Date, and provided that the Certificates have been

redeemed in whole and Emirates has satisfied all of its obligations under the Emirates Transaction

Documents.

10, 11 and 27: Upon the occurrence of a Total Loss of one or more Leased Aircraft, the Trustee shall

apply the aggregate of: (i) the proceeds of insurance payable in respect of each relevant Leased Aircraft in

respect of which a Total Loss has occurred; and (ii) the Total Loss Shortfall Amount payable in respect of

each relevant Leased Aircraft in respect of which a Total Loss has occurred, which are required to be paid

into the Transaction Account by no later than the Total Loss Dissolution Date (in accordance with the

terms of each of the relevant Owner Service Agency Agreements) to redeem the Certificates in part at an

amount equal to the Aggregate Total Loss Dissolution Amount in accordance with Condition ‎13.6

(Capital Distributions of the Issuer Trust - Dissolution following Total Loss).

6 and 27: Provided that the Trust Property Distribution Amount is greater than zero on the Delivery

Period End Date, the Certificates shall be redeemable in part at the relevant Trust Property Distribution

Amount on the Delivery Period End Date in accordance with Condition ‎13.7 (Capital Distributions of the

Issuer Trust – Mandatory Trust Property Distribution).

28: See Summary of ECGD Guarantee.

29, 30, 31 and 32: The ECA Security Trustee will hold on trust in favour of the Guarantor and certain

other secured parties (but not the Trustee or the Certificateholders) the security granted pursuant to the

Security Documents in respect of the relevant party's payment obligations under the Transaction

Documents to which it is a party. The security granted pursuant to the Security Documents includes, but

is not limited to, a mortgage granted by the Owner Trustee and the Trustee over each of the relevant

Specified Aircraft, a charge granted by MaplesFS Limited (as shareholder) over the shares of the Owner

Trustee, a charge granted by MaplesFS Limited (as shareholder) over the shares of the Lessor, and an

assignment of insurances and reinsurances on each of the Specified Aircraft.

- 32-

TERMS AND CONDITIONS OF THE CERTIFICATES

The following is the text of the Terms and Conditions of the Certificates which (subject to modification

and except for the text in italics) will be endorsed on each Certificate in definitive form and will apply to

the Global Certificate.

Each of the U.S.$913,026,000 2.471 per cent. trust certificates due 2025 (the "Certificates") are

constituted by a declaration of trust (the "Issuer Declaration of Trust") dated 31 March 2015 (the

"Closing Date") and made between Khadrawy Limited (the "Trustee"), Emirates and Citibank N.A.,

London Branch (the "Delegate" which expression shall include any co-delegate or any successor).

Payments relating to the Certificates will be made pursuant to an agency agreement dated the Closing

Date (the "Paying Agency Agreement") made between the Trustee, the Delegate, Emirates, Citibank

N.A., London Branch in its capacities as principal paying agent (in such capacity, the "Principal Paying

Agent", which expression shall include any successor and, together with any further or other paying

agents appointed from time to time in accordance with the Paying Agency Agreement, the "Paying

Agents", which expression shall include any successors), calculation agent (in such capacity, the

"Calculation Agent", which expression shall include any successor) and Citigroup Global Markets

Deutschland AG in its capacity as registrar (in such capacity, the "Registrar", which expression shall

include any successor) and transfer agent (in such capacity the "Transfer Agent", which expression shall

include any successors). The Paying Agents, the Calculation Agent and the Transfer Agents are together

referred to in these Conditions as the "Agents".

Copies of the documents set out below are available for inspection by the holders of the Certificates (the

"Certificateholders") during normal business hours on any weekday (Saturdays, Sundays and public

holidays excepted) at the registered office for the time being of the Trustee, being at the date hereof

MaplesFS Limited, PO Box 1093, Queensgate House, Grand Cayman KY1-1102, Cayman Islands, and at

the Specified Office (as defined in the Paying Agency Agreement) of the Principal Paying Agent:

(a) the purchase of services agreement between the Trustee as purchaser (the "Purchaser") and

Emirates (the "Seller") dated the Closing Date (the "Purchase of Services Agreement"),

pursuant to which the Trustee shall purchase Rights to Travel in consideration for payment of the

ATKM Purchase Price;

(b) the purchase undertaking made by Emirates for the benefit of the Trustee and the ECA Security

Trustee dated the Closing Date (the "ATKM Purchase Undertaking"), pursuant to which

Emirates has undertaken to purchase all or part of the Rights to Travel from the Trustee (or from

any other party to whom the Trustee may have transferred them (or in whose favour security has

been created over them)) at the relevant ATKM Exercise Price in certain circumstances;

(c) the declaration of trust between the Trustee, Khadrawy Aircraft Limited (the "Owner Trustee")

and Emirates dated the Closing Date (the "Owner Declaration of Trust"), pursuant to which the

Owner Trustee will declare a trust (the "Owner Trust") for the benefit of the Trustee over the

Owner Trust Assets (which include all of the Owner Trustee's interests, rights, benefits and

entitlements, present and future, in, to and under the Owner Trust Transaction Documents in

accordance with their terms);

(d) the ECGD Guarantee;

(e) the Paying Agency Agreement;

(f) the Issuer Declaration of Trust; and

(g) each All Parties Agreement.

The documents listed above in (a) to (g) (inclusive), together with any other agreements, deeds,

undertakings or documents designated as such by the Trustee, Emirates, the ECA Facility Agent and the

Delegate are referred to in these Conditions as the "Issuer Trust Transaction Documents". The

statements in these Conditions include summaries of, and are subject to, the detailed provisions of, and

the Certificateholders are deemed to have notice of all the provisions of the Issuer Trust Transaction

Documents, and any other provisions in any other agreements, deeds, undertakings or documents in

connection with the satisfaction of the obligations between the parties to the Issuer Trust Transaction

- 33-

Documents. In particular, pursuant to the Owner Declaration of Trust, the Owner Trust Assets are subject

to the Security Documents to which the Owner Trustee is a party and each of the Proceeds Agreements.

Each initial Certificateholder, by its acquisition and holding of its interest in a Certificate, shall be

deemed to authorise and direct the Trustee, on behalf of the Certificateholders, to: (i) apply the sums paid

by it in respect of its Certificates in accordance with the Purchase of Services Agreement and the Owner

Declaration of Trust; and (ii) enter into each Issuer Trust Transaction Document to which it is a party.

1. INTERPRETATION AND DEFINITIONS

Words and expressions defined in the Issuer Declaration of Trust shall have the same meanings

where used in these Conditions unless the context otherwise requires or unless otherwise stated

or otherwise defined herein. In addition, in these Conditions:

(a) any reference to Periodic Distribution Amounts shall be deemed to include any

additional amounts in respect of profit distributions which may be payable under

Condition ‎‎10 (Taxation) and any other amount in the nature of a profit distribution

payable pursuant to these Conditions;

(b) references to Certificates being "outstanding" shall be construed in accordance with the

Issuer Declaration of Trust;

(c) any reference to an Issuer Trust Transaction Document (as defined above) shall be

construed as a reference to that Issuer Trust Transaction Document as amended and/or

supplemented from time to time; and

(d) any other rule of interpretation set out in the Issuer Declaration of Trust shall apply to

these conditions as if set out in full herein,

and in these Conditions, the following expressions shall have the following meanings:

"Account Bank" means Citibank N.A., London Branch, or such other financial institution

appointed form time to time pursuant to the terms of the Secured Proceeds Account Agreement;

"Aggregate Aircraft Sale Price" means, in respect of the sale of one or more (but not all)

Leased Aircraft where the Partial Dissolution Amount payable pursuant to Condition ‎‎13.3

(Capital Distributions of the Issuer Trust – Partial Dissolution following a Dissolution Event) is

calculated by reference to paragraph (a) of the definition of "Partial Dissolution Amount", the

aggregate of the Aircraft Sale Prices in respect of such Leased Aircraft.

"Aggregate Periodic Principal Distribution Amount" means, in respect of a Leased Aircraft,

the aggregate of all Periodic Principal Distribution Amounts payable in accordance with the

Periodic Principal Distribution Schedule.

"Aggregate Periodic Profit Distribution Amount" means, in respect of a Leased Aircraft, the

aggregate of all Periodic Profit Distribution Amounts payable in accordance with the Periodic

Profit Distribution Schedule.

"Aggregate Total Loss Dissolution Amount" means, in respect of all of the Leased Aircraft

which are the subject of a Total Loss on the same date, an amount equal to the aggregate of the

Total Loss Dissolution Amount in respect of each such Leased Aircraft.

"Aircraft 1" means the A380-800 aircraft bearing manufacturer serial number 174 as more

particularly specified in Schedule 4 (Specified Aircraft) to the Procurement Agreement relating to

such aircraft;



such aircraft;

- 34-



such aircraft;



such aircraft;

"Aircraft Consideration" means, subject to the terms of the relevant EK Forward Lease

Agreement:

(a) in respect of Aircraft 1, the lesser of U.S.$218,764,984.17 and 80 per cent. of the

Aircraft Price;

(b) in respect of Aircraft 2, the lesser of U.S.$218,674,473.76 and 80 per cent. of the

Aircraft Price;

(c) in respect of Aircraft 3, the lesser of U.S.$218,901,093.74 and 80 per cent. of the

Aircraft Price; and

(d) in respect of Aircraft 4, the lesser of U.S.$219,631,817.14 and 80 per cent. of the

Aircraft Price;

"Aircraft Exercise Price" means, in respect of a Leased Aircraft in connection with the exercise

of the relevant Aircraft Purchase Undertaking, the amount payable pursuant to the terms of the

relevant Aircraft Purchase Undertaking, being:

(a) in the event that the rights granted under clause 2.1 (Undertakings) of the Aircraft

Purchase Undertaking are exercised simultaneously with the corresponding rights

granted under each other Aircraft Purchase Undertaking, an amount in U.S. dollars equal

to the aggregate of:

(i) the Aggregate Periodic Principal Distribution Amount less the aggregate amount

of all Periodic Principal Distribution Amounts that have been paid;

(ii) any accrued and unpaid Periodic Profit Distribution Amounts to the Dissolution

Date;

(iii) the Make Whole Amount in respect of the principal amount of Certificates to be

redeemed relating to the applicable Leased Aircraft; and

(iv) without duplication or double counting, an amount equal to any outstanding

Owner Service Charge Amount; and

(b) in all other circumstances, an amount in U.S. dollars equal to the aggregate of:



(ii) any accrued and unpaid Periodic Profit Distribution Amounts to the Partial

Dissolution Date;

(iii) without duplication or any double counting with respect to paragraph (ii) above,

the Aggregate Periodic Profit Distribution Amount less the aggregate amount of

all Periodic Profit Distribution Amounts that have been paid; and


Owner Service Charge Amount;

"Aircraft Price" means, in respect of a Specified Aircraft and to the extent approved by the ECA

Facility Agent, the net final contract price of the Specified Aircraft payable by the Owner Trustee

to the Manufacturer pursuant to the Aircraft Purchase Agreement and the Aircraft Purchase

Agreement Assignment, such price being inclusive of any Eligible BFE and net of any credit

- 35-

memoranda from the Engine Manufacturer in respect of the Engines or the Manufacturer in

respect of the Airframe;

"Aircraft Purchase Agreement" means the Airbus A380-800 aircraft purchase agreement

between the Manufacturer and Emirates dated 15 December 2001 in relation to, inter alia, the

Specified Aircraft, as amended from time to time and including all related documents;

"Aircraft Purchase Agreement Assignment" means, in relation to a Specified Aircraft, the

purchase agreement assignment agreement dated or to be dated on or prior to the relevant

Delivery Date between Emirates, as assignor, and the Owner Trustee, as assignee, in connection

with the Delivery of that Specified Aircraft under the Procurement Agreement, substantially in

the form set out in schedule 3 (Form of Aircraft Purchase Agreement Assignment) to the

Procurement Agreement;

"Aircraft Purchase Undertaking" means, in respect of any Leased Aircraft, the purchase

undertaking relating to the relevant Leased Aircraft dated on or about the Closing Date granted

by the Lessor (as obligor) in favour of the Owner Trustee and the ECA Security Trustee;

"Aircraft Purchase Undertaking Exercise Notice" means the exercise notice delivered under

the terms of the relevant Aircraft Purchase Undertaking;

"Aircraft Sale Price" means, in respect of the sale of a Leased Aircraft where the Partial

Dissolution Amount payable pursuant to Condition ‎‎13.3 (Capital Distributions of the Issuer

Trust – Partial Dissolution following a Dissolution Event) is calculated by reference to paragraph

(a) of the definition of "Partial Dissolution Amount", a portion of sale proceeds received from a

third party (other than the Lessor) determined at the discretion of the ECA Facility Agent to be

the capital amount in respect of the sale of the relevant Leased Aircraft;

"Aircraft Sale Undertaking" means, in respect of any Leased Aircraft, the sale undertaking

relating to the relevant Leased Aircraft dated on or about the Closing Date granted by the Owner

Trustee in favour of Emirates and Khadrawy Leasing Limited;

"Aircraft Sale Undertaking Exercise Notice" means the exercise notice delivered by Emirates

under the terms of the relevant Aircraft Sale Undertaking;

"Aircraft Sale Undertaking Exercise Price" means, in respect of a Leased Aircraft in

connection with the exercise of the relevant Aircraft Sale Undertaking by Emirates, the amount

payable pursuant to the terms of the relevant Aircraft Sale Undertaking, being:

(a) in connection with the exercise of rights granted under Clause 2.1 (a) (Undertakings) of

the relevant Aircraft Sale Undertaking, an amount in U.S. dollars equal to the aggregate

of:



(ii) any accrued and unpaid Periodic Profit Distribution Amounts to the Emirates

Dissolution Date;

(iii) the Make Whole Amount in respect of the principal amount of Certificates to be

redeemed relating to the applicable Leased Aircraft; and


Owner Service Charge Amount,

(b) in connection with the exercise of rights granted under Clause 2.1 (b) (Undertakings) of

the relevant Aircraft Sale Undertaking, U.S.$10;

"Airframe" means, in relation to a Specified Aircraft, that Specified Aircraft excluding the

relevant Engines and the Manuals and Technical Records;

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"All Parties Agreement" means, in relation to a Specified Aircraft, an agreement entered into on

or about the Closing Date between, amongst others, Emirates, Khadrawy Leasing Limited (in its

capacity as the Lessor), Khadrawy Aircraft Limited (in its capacity as the Owner Trustee),

Khadrawy Limited (in its capacity as the Trustee) and Citibank International Limited (in its

capacity as the ECA Facility Agent) relating to that Specified Aircraft;

"Applicable Law" means:

(a) any law, statute, decree, constitution, regulation, authorisation, judgment, injunction or

other directive of any Government Entity;

(b) any treaty, pact, compact or other agreement to which any Government Entity is a

signatory or party; or

(c) any judicial or administrative interpretation with binding characteristics or application of

those described in (a) or (b) above,

and in each case, which is applicable to the relevant Leased Aircraft or its use or operation,

Emirates, the Lessor, the Owner Trustee, the Trustee, the Guarantor (or other secured parties) or

the Transaction Documents;

"Appointee" means any attorney, manager, agent, delegate, nominee, custodian or other person

appointed or employed by the Delegate in connection with the exercise by the Delegate of its

powers or the performance by the Delegate of its or the Trustee's obligations under the Issuer

Declaration of Trust, these Conditions and the other Issuer Trust Transaction Documents;

"APU" means, in relation to a Specified Aircraft, the auxiliary power unit as identified in the

relevant Certificate of Delivery;

"ATKM" means available tonne kilometres, an airline industry measure of total capacity

calculated as the total tonnage available for the carriage of passengers and freight multiplied by

the distance flown;

"ATKM Exercise Notice" means a notice substantially in the form set out in schedule 1 (Form

of ATKM Exercise Notice) to the ATKM Purchase Undertaking;

"ATKM Exercise Price" means, in respect of each of the Specified Aircraft in respect of which

the ATKM Purchase Undertaking is exercised, an amount in U.S.$ equal to the sum of:

(a) the aggregate of amounts equal to the relevant portions of the: (i) the Initial ATKM

Amount attributable to the relevant Specified Aircraft; and (ii) the ATKM On-Demand

Amount attributable to the relevant Specified Aircraft; and

(b) the aggregate of the Owner Initial Advance Rental Amount and the Owner Further

Advance Rental Amount due to be refunded by the Owner Trustee to the Lessor pursuant

to clause 6 (Owner Advance Rental Payments) of the each of the relevant Owner

Forward Lease Agreements relating to the relevant Specified Aircraft;

"ATKM On-Demand Amount" means an amount equal to: (a) one third of the Issuance

Proceeds; less (b) the Initial ATKM Amount;

"ATKM Payment Date" means the earlier to occur of (i) a demand by the Seller under the

Purchase of Services Agreement, provided that at the time of such demand Emirates delivers to

the Owner Trustee and the Trustee a Certificate of Delivery in respect of the Specified Aircraft

where permitted to do so in accordance with the Procurement Agreement; and (ii) the relevant

ATKM Redemption Date;

"ATKM Purchase Price" means the sum of: (i) the Initial ATKM Amount; and (ii) the ATKM

On-Demand Amount;

"ATKM Redemption Date" means, in respect of a Specified Aircraft, the date specified as such

in the relevant ATKM Exercise Notice;

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"ATKM Transfer Agreement" means an agreement to be entered into by the Owner Trustee

and Emirates on or about the Delivery Date substantially in the form set out in schedule 2 (Form

of ATKM Transfer Agreement) to the Procurement Agreement;

"Average Life Date" means, for the Certificates or, as the case may be, such part of the

Certificates relating to a Leased Aircraft, the date which follows the time of determination by a

period equal to the Remaining Weighted Average Life of such Certificates or, as the case may be,

such part of the Certificates;

"Aviation Authority" means each authority or Government Entity which, under the laws of the

State of Registration, from time to time:

(a) has control or supervision of civil aviation in that state; or

(b) has jurisdiction over the registration, airworthiness or operation of, or other matters

relating to, the Specified Aircraft;

"Balance Total Loss Dissolution Amount" means, on the relevant Default Payment Date which

is a Periodic Distribution Date in respect of Total Loss Certificates, an amount equal to the sum

of: (i) the Aggregate Periodic Principal Distribution Amount minus the aggregate of Periodic

Principal Distribution Amounts that have been paid, in each case in relation to the Leased

Aircraft which is the subject of the Total Loss; and (ii) an amount equal to the Periodic Profit

Distribution Amount deemed to be due on such Periodic Distribution Date, in each case in

relation to the Leased Aircraft which is the subject of the Total Loss;

"Banking Day" means a day on which commercial banks and foreign exchange markets settle

payments and are open for general business (including dealing in foreign exchange and foreign

currency deposits) in New York City, Dubai and London;

"BFE" or "Buyer Furnished Equipment" means, in relation to a Specified Aircraft, the buyer

furnished equipment identified in the BFE Bill of Sale relating to that Specified Aircraft;

"BFE Bill of Sale" means, in relation to a Specified Aircraft, the bill of sale relating to and

attaching a list of the buyer furnished equipment installed on that Specified Aircraft executed by

Emirates in favour of the Manufacturer and dated the relevant Delivery Date;

"Bill of Sale" means, in relation to a Specified Aircraft, the bill of sale dated the relevant

Delivery Date from the Manufacturer to the Owner Trustee in respect of the relevant Specified

Aircraft substantially in the form set out in schedule 1 (Form of Airbus Bill of Sale) to the

relevant Aircraft Purchase Agreement Assignment;

"Cape Town Security Agreement" means, in respect of a Leased Aircraft, the English law

governed first priority fixed charge of the Owner Trustee's and Trustee's respective interests in

the relevant Leased Aircraft and the Engines granted by the Owner Trustee and the Trustee in

favour of the ECA Security Trustee;

"Certificate of Delivery" means, in respect of a Delivery, the certificate substantially in the form

set out in schedule 1 (Form of Certificate of Delivery) to the Procurement Agreement;

"Certificates Trigger Event" means any event (howsoever described) which has resulted in the

Guarantor (through its agents) being entitled to claim under the Reimbursement Agreement for

those amounts which are payable by the Guarantor or which the Guarantor may become liable to

pay under the ECGD Guarantee;

"Clearing Systems" means any of Clearstream, Luxembourg, DTC or Euroclear;

"Clearstream, Luxembourg" means Clearstream Banking, société anonyme;

"Code" has the meaning given in Condition ‎‎8.2 (Payments – Payments subject to Applicable

Laws);

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"Conversion Effective Time" means, in respect of a Specified Aircraft, the time specified as

such in the relevant Delivery Notice;

"Corporate Services Agreement" means the corporate services agreement dated on or about the

Closing Date and entered into between the Trustee Administrator, the Trustee, Emirates and the

ECA Security Trustee;

"Default" means a non-payment of any Scheduled Payment due under any Certificates

outstanding on the relevant Due Date thereof as a result of non-payment under any Guaranteed

Obligation;

"Default Date" means, in respect of a Default, the relevant Due Date on which the relevant

Scheduled Payment under the Certificates was due but was not made;

"Default Payment Date" means, following the occurrence of a Default and receipt by the

Guarantor of a Non-Payment Notice relating to such Default, provided such Non-Payment Notice

shall not have been revoked pursuant to the terms of the ECGD Guarantee:

(a) the later of the date falling 60 calendar days from and including the relevant Default

Date and 15 Banking Days from but excluding receipt by ECGD of a Non-Payment

Notice relating to such Default; and

(b) thereafter, each subsequent Due Date on which a Guaranteed Amount is greater than

zero,

or, in the case of each of (a) and (b), if that day is not a Banking Day the next succeeding

Banking Day;

"Definitive Certificate" means Regulation S Definitive Certificates and Restricted Definitive

Certificates;

"Delegation of Relevant Powers" means the delegation by the Trustee to the Delegate pursuant

to clause 7.1 (Delegation of Authority to the Delegate) of the Issuer Declaration of Trust;

"Delivery" means, in relation to a Specified Aircraft, the delivery of that Specified Aircraft by

the Manufacturer to the Owner Trustee pursuant to the Aircraft Purchase Agreement subject to

the Aircraft Purchase Agreement Assignment;

"Delivery Date" means, in relation to a Specified Aircraft, the relevant Scheduled Delivery Date

or if Delivery does not occur on that date, such other date on which Delivery occurs in respect of

that Specified Aircraft being the date specified in the relevant Delivery Notice;

"Delivery Notice" means, in respect of a Specified Aircraft, a notice substantially in the form set

out in schedule 3 (Form of Delivery Notice) of the relevant Owner Forward Lease Agreement;

"Delivery Period" means the period from, and including, the Closing Date to, and including, the

Delivery Period End Date;

"Delivery Period End Date" means the second Periodic Distribution Date;

"Delivery Period Partial Dissolution Amount" means, in respect of the relevant Specified

Aircraft, an amount equal to the sum of:

(a) the Aggregate Periodic Principal Distribution Amounts less the aggregate of Periodic

Principal Distribution Amounts already paid; and

(b) accrued but unpaid Periodic Profit Distribution Amounts;

"Determination Date" means the day falling one Banking Day immediately prior to the date of

the applicable notice of redemption in respect of the relevant Certificates;

"Discharge Date" means the date on which all amounts due to the Guarantor (and other secured

parties) under the Transaction Documents have been unconditionally and irrevocably paid and

- 39-

discharged in full and all commitments under the Transaction Documents in connection therewith

have been cancelled or terminated;

"Dispute" has the meaning given to it in Condition ‎‎21.2 (Governing Law and Jurisdiction –

Jurisdiction);

"Dissolution Date" means, the earlier to occur of:

(a) the Scheduled Dissolution Date;

(b) the Guarantor Dissolution Date; and

(c) the Emirates Dissolution Date;

"Dissolution Distribution Amount" means, at any relevant time, an amount equal to the sum of:

(a) the principal amount of Certificates then outstanding;

(b) accrued but unpaid Periodic Profit Distribution Amounts to the Dissolution Date; and

(c) the Make Whole Amount calculated in relation to the principal amount of Certificates

being redeemed (excluding any portion of the principal amount of such Certificates

relating to any Specified Aircraft in respect of which Delivery has not occurred, whereby

in respect of such portion the Make Whole Amount shall be equal to zero);

"Dissolution Event" means:

(a) a Default; or

(b) the Trustee receiving notice from the ECA Facility Agent (copied to Emirates) that a

Certificates Trigger Event has occurred;

"Dissolution Event Tangibility Requirement" means that, following the exercise of the

relevant Aircraft Purchase Undertakings in accordance with their terms and Condition ‎13.3

(Capital Distributions of the Issuer Trust – Partial Dissolution following a Dissolution Event) or

Condition ‎13.4 (Capital Distributions of the Issuer Trust – Dissolution in Whole following a

Dissolution Event) (as applicable), as a result of the sale of the relevant Leased Aircraft, the ECA

Facility Agent has determined that the value (as calculated by the ECA Facility Agent using

such valuation estimate or estimates as it deems appropriate) of the remaining Leased Aircraft is

at least equal to one third of the then outstanding principal amount of Certificates;

"DTC" means the Depository Trust Company;

"Due Date" means:

(a) in respect of a Periodic Profit Distribution Amount, the date on which such amount falls

due in accordance with Condition ‎7.1 (Periodic Profit Distributions - Periodic Profit

Distribution Amounts);

(b) in respect of a Periodic Principal Distribution Amount, the date on which such amount

falls due in accordance with Condition ‎13.1 (Capital Distributions of the Issuer Trust –

Scheduled Dissolution);

(c) in respect of a Delivery Period Partial Dissolution Amount, the date on which such

amount falls due in accordance with Condition ‎13.2 (Capital Distributions of the Issuer

Trust – Mandatory Partial Dissolution following a Non-Delivery Event);

(d) in respect of a Partial Dissolution Amount, the date on which such amount falls due in

accordance with Condition ‎13.3 (Capital Distributions of the Issuer Trust – Partial

Dissolution following a Dissolution Event);

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(e) in respect of a Dissolution Distribution Amount, the date on which such amount falls due

in accordance with Condition ‎13.4 (Capital Distributions of the Issuer Trust –

Dissolution in Whole following a Dissolution Event);

(f) in respect of an Aggregate Total Loss Dissolution Amount, the date on which such

amount falls due in accordance with Condition ‎13.6 (Capital Distributions of the Issuer

Trust – Dissolution following Total Loss), as adjusted in accordance with Condition ‎14.2

(ECGD Guarantee – Guaranteed Amount on Total Loss); and

(g) in respect of a Trust Property Distribution Amount, the date on which such amount falls

due in accordance with Condition ‎13.7 (Capital Distribution of the Issuer Trust –

Mandatory Trust Property Distribution);

"ECA Facility Agent" means Citibank International Limited acting as facility agent of the

Guarantor pursuant to the ECGD Agency Agreement, each of the All Parties Agreements and

each of the Proceeds Agreements, and shall include any successor;

"ECA Security Trustee" means Citibank, N.A., London Branch acting as security trustee for the

Guarantor (and other secured parties, but neither the Trustee nor the Certificateholders) pursuant

to each of the All Parties Agreements and each of the Proceeds Agreements, and shall include

any co-trustee and any successor;

"ECGD" means The Secretary of State of Her Britannic Majesty's Government acting by the

Export Credits Guarantee Department (currently operating as UK Export Finance);

"ECGD Agency Agreement" means an agency agreement between Citibank International

Limited and ECGD dated on or about the Closing Date;

"ECGD Guarantee" means the guarantee agreement between the Owner Trustee, the Trustee,

the Delegate, the Principal Paying Agent and the Guarantor dated on or about the Closing Date;

"EK Advance Rental Amount" has, in respect of a Specified Aircraft, the meaning given to it in

the relevant EK Forward Lease Agreement relating to such Specified Aircraft;

"EK Delivery Advance Rental Amount" has, in respect of a Specified Aircraft, the meaning

given to it in the relevant EK Forward Lease Agreement relating to such Specified Aircraft;

"EK Forward Lease Agreement" means, in relation to a Specified Aircraft, the aircraft forward

lease agreement dated on or about the Closing Date entered into between the Lessor (as lessor)

and Emirates (as lessee) in relation to that Specified Aircraft;

"EK Lease Acceptance Certificate" means the certificate to be provided by Emirates pursuant

to clause 3.2 (Acceptance) of the EK Forward Lease Agreement;

"Eligible BFE" means BFE approved by ECGD;

"Emirates Dissolution Date" means the date on which the Certificates are to be redeemed in

whole, and which is a date no more than two Banking Days from the date of the notice from the

Trustee to the Certificateholders in accordance with Condition ‎13.5 (Capital Distributions of the

Issuer Trust – Dissolution in Whole or in Part by Emirates);

"Engine" means, in relation to a Specified Aircraft:

(a) each of the engines (of the manufacturer and model specified in schedule 1 (Aircraft

Description) to the EK Forward Lease Agreement) installed on the relevant Airframe at

Delivery and whose manufacturer's serial numbers will be specified in the EK Lease

Acceptance Certificate, which has not been replaced by a Replacement Engine; and

(b) any Replacement Engine with effect from the time title to which has passed to the

Owner Trustee,

including, in each case, all Parts from time to time installed in or belonging to that engine.

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"Engine Contract" means the general terms of sale agreement with reference number

UAE060502 dated 5 June 2002 in respect of, inter alia, the Engines in respect of each Specified

Aircraft entered into between the Engine Manufacturer and Emirates, as amended from time to

time including all related documents;

"Engine Manufacturer" means Engine Alliance LLC;

"Euroclear" means Euroclear Bank S.A./N.V.;

"Excluded Certificates" means Certificates held by or for the account of any member of the

Excluded Group;

"Excluded Group" means the Trustee, the Owner Trustee, the Lessor, Emirates and each of

Emirates' Subsidiaries, and references to a "member of the Excluded Group" shall mean any

one of them;

"Exercise Notice" means, in respect of a Leased Aircraft, a notice substantially in the form set

out in schedule 1 (Form of Exercise Notice) to the relevant Aircraft Purchase Undertaking;

"Extraordinary Resolution" has the meaning given to it in Condition ‎‎18 (Meetings of

Certificateholders, Modification, Waiver, Authorisation and Determination);

"FATCA Withholding" has the meaning given to it in Condition ‎‎10 (Taxation);

"First Total Loss Amount" means, in respect of a Leased Aircraft which is the subject of a Total

Loss and the Total Loss Certificates, an amount equal to the aggregate of: (i) an amount equal to

the Periodic Principal Distribution Amount which would have been payable on any Periodic

Distribution Date relating to the Leased Aircraft, from and including the date of the Total Loss to

and including the Default Payment Date immediately following the Total Loss Distribution Date;

and (ii) the Aggregate Total Loss Dissolution Amount minus the Total Loss Principal Amount, in

each case without double counting or duplication for any such amounts that have already been

paid or in respect of which a Guaranteed Amount has already been paid under the ECGD

Guarantee;

"Full Reinstatement Value" means at any time, in respect of a Leased Aircraft, an amount equal

to 120 per cent. of the Aggregate Periodic Principal Distribution Amounts less the amount of

Owner Periodic Principal Rental Amounts paid under the Owner Forward Lease Agreement from

the Lease Commencement Date to such time;

"Global Certificate" means Regulation S Global Certificates and Restricted Global Certificates;

"Government Entity" means:

(a) any national government, political subdivision, banking or monetary authority thereof or

local jurisdiction therein;

(b) any instrumentality, board, commission, authority, department, organ, court or agency of

any of the foregoing, however constituted; and

(c) any association, organisation or institution of which any of the foregoing is a member or

to whose jurisdiction any thereof is subject or in whose activities any of the above is a

participant;

"Guaranteed Amount" means, with respect to a Scheduled Payment, an amount equal to the

amount of such Scheduled Payment minus the Transaction Account Balance on the Due Date in

respect of such Scheduled Payment, subject to a minimum of zero and subject to adjustment in

the manner described in Condition ‎14.2 (ECGD Guarantee – Guaranteed Amount on Total Loss);

"Guaranteed Obligations" means, together, the Lessor Payment Obligations and the Owner

Trustee Payment Obligations;

"Guarantor" means ECGD;

- 42-

"Guarantor Dissolution Date" means the date on which the Certificates are to be redeemed in

whole in accordance with Condition ‎13.4 (Capital Distributions of the Issuer Trust – Dissolution

in Whole following a Dissolution Event) which will be, the date so specified in the Aircraft

Purchase Undertaking Exercise Notices, and (as applicable) the ATKM Exercise Notice;

"H.15(519)" means the weekly statistical release designated as such, or any successor publication,

published by the Board of Governors of the Federal Reserve System (or its successor) and the

"most recent H.15(519)" means the H.15(519) published prior to the close of business on the

Banking Day immediately prior to the date of the applicable notice of redemption in respect of

the relevant Certificates;

"Illegality Event" means an event or circumstance pursuant to which:

(a) it is or will become unlawful in any relevant jurisdiction for any person to perform any

of its obligations under any Transaction Document;

(b) any of the Transaction Documents does not, ceases to or will cease to constitute the

legally valid, binding and enforceable obligations of any party to such agreement or

otherwise are or become invalid;

(c) any Security Interest expressed to be constituted by any of the Security Documents does

not or will not constitute a first priority Security Interest over the assets expressed to be

the subject of that Security Interest;

(d) in the opinion of the ECA Facility Agent, the Owner Trustee's or any Relevant Party's

interests in the Leased Aircraft or such person’s rights under any of the Transaction

Documents are affected in a material and adverse manner; or

(e) in the opinion of either the ECA Facility Agent or Emirates, there is a defect in the

Owner Trustee’s title to the Leased Aircraft, or the Owner Trustee's title to the Leased

Aircraft is affected in a material and adverse manner.

"Initial ATKM Amount" means the portion of the ATKM Purchase Price payable by the

Trustee to Emirates on the Closing Date as specified in, and pursuant to the terms of, the ATKM

Purchase of Services Agreement.

"Issuance Proceeds" means the cash proceeds from the issue of the Certificates;

"Issuance Proceeds Balance" means an amount equal to the Issuance Proceeds less the Initial

ATKM Amount;

"Issuer Trust" means the trust created by the Issuer Declaration of Trust;

"Issuer Trust Asset" has the meaning given in Condition ‎‎5.1 (The Issuer Trust – The Issuer

Trust Assets);

"Landing Gear" means, in respect of a Specified Aircraft, the landing gear (together with its

associated parts) specified in the EK Lease Acceptance Certificate in respect of that Specified

Aircraft installed on the Aircraft on the relevant Delivery Date and any replacement landing gear

title to which has passed to the Owner Trustee;

"Lease Commencement Date" means, in respect of a Specified Aircraft, the Scheduled Delivery

Date of that Specified Aircraft or if Delivery does not occur on that date, such other date on

which Delivery occurs in respect of that Specified Aircraft and specified as such in the Delivery

Notice;

"Lease End Date" means, in relation to a Leased Aircraft, the meaning given to it in the Owner

Forward Lease Agreement relating to such Leased Aircraft;

"Leased Aircraft" means:

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(a) from the date of the relevant Owner Forward Lease Agreement to the Conversion

Effective Time, the Specified Aircraft; and

(b) from the Conversion Effective Time, that one identified Airbus A380-800 aircraft

bearing the relevant manufacturer serial number and as more particularly specified in

Schedule 1 (Specified Aircraft) to the relevant Owner Forward Lease Agreement and

includes where the context so admits a separate reference to the relevant:

(i) Airframe;

(ii) Engines;

(iii) Parts; and

(iv) Manuals and Technical Records,

in each case, leased to the Lessor in accordance with the terms of the relevant Owner Forward

Lease Agreement and includes any repairs, modifications, improvements, additions, substitutions

or alterations to such Leased Aircraft or changes to the working order, functions or quality of the

Leased Aircraft during the term of the relevant Owner Forward Lease Agreement in each case

subject to and in accordance with the relevant Owner Forward Lease Agreement or the relevant

Owner Service Agency Agreement;

"Lessor" means Khadrawy Leasing Limited;

"Lessor Payment Obligations" means certain payment obligations of the Lessor to the Owner

Trustee (each in their respective relevant capacities thereunder) under the Owner Forward Lease

Agreements, the Owner Service Agency Agreements and the Aircraft Purchase Undertakings (as

more particularly described in the ECGD Guarantee) which, if satisfied in full, and following

payment of the Owner Trustee Payment Obligations, will generate the income and capital

amounts necessary to make Scheduled Payments due on the Certificates;

"Make Whole Amount" means the amount (as determined by Calculation Agent) that is the

greater of (i) A or (ii) zero, where:

"A" = B – (P0 + I0)

"B" = the sum of each Ci calculated for each of the N remaining scheduled payments

following the relevant redemption date of the relevant Certificates (for the

avoidance of doubt, "i" shall vary from 1 to N)

"Ci" = (Pi + Ii) * DF(i)

"DF(0)" = 1

"DF(i)" = being the discount factor applicable for the ith

payment date and determined as

follows:

DF(i-1)

(1 + y * n / 360)

"I0" = the accrued profit to the relevant redemption date of the relevant Certificates (after

deduction of any scheduled profit payment if such redemption date is a Periodic

Distribution Date)

"Ii" = Scheduled amount of profit due on the ith

Periodic Distribution Date following the

relevant redemption date of the relevant Certificates

"N" = the number of remaining scheduled payments of principal and profit following the

relevant redemption date of the relevant Certificates (excluding any scheduled

payments of principal and profit due on such redemption date if such redemption

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date falls on a Periodic Distribution Date)

"n" = number of days between two succeeding Periodic Distribution Dates (for the first

period, the number of days between the relevant redemption date of the relevant

Certificates and the immediately following Periodic Distribution Date), assuming a

360-day year of twelve 30-day months

"P0" = the outstanding principal on the relevant redemption date of the relevant

Certificates (after deduction of any scheduled principal payment if such

redemption date is a Periodic Distribution Date)

"Pi" = scheduled amount of principal due on the ith

Periodic Distribution Date following

the relevant redemption date of the relevant Certificates

"TY" = Treasury Yield

"y" = TY + 0.25 per cent.

provided that

the Make Whole Amount shall be zero in respect of the principal amount of Certificates to be

redeemed early: (a) which are attributable to a Specified Aircraft in respect of which Delivery

has not occurred, or (b) which are attributable to a Specified Aircraft in respect of which a Total

Loss shall have occurred, or (c) in accordance with Condition ‎13.7 (Capital Distributions of the

Issuer Trust – Mandatory Trust Property Distribution);

"Manuals and Technical Records" means, in relation to a Specified Aircraft, all records, logs,

manuals, technical data and other materials and documents relating to that Specified Aircraft

delivered under the Aircraft Purchase Agreement and/or the Engine Contract and the Aircraft

Purchase Agreement Assignment or required to comply with the regulations of the Aviation

Authority or the requirements of the relevant EK Forward Lease Agreement;

"Manufacturer" means Airbus S.A.S. a société par actions simplifiée duly created and existing

under French law, whose principal place of business is at 1, rond-point Maurice Bellonte, 31707

Blagnac Cedex, French Republic;

"Meeting" has the meaning given to it in Schedule 4 (Provisions for Meetings of

Certificateholders) of the Issuer Declaration of Trust;

"Mortgage" means, in respect of a Leased Aircraft, an English law governed first priority charge

and mortgage of each of the Owner Trustee's and the Trustee's interest in the Leased Aircraft

granted by the Owner Trustee and the Trustee in favour of the ECA Security Trustee, together

with any additional, replacement or supplemental mortgage over the Leased Aircraft granted in

favour of the ECA Security Trustee pursuant to the Transaction Documents;

"Non-Delivery Event" means that, on the Delivery Period End Date, the relevant Specified

Aircraft has not been delivered to the Owner Trustee by the Manufacturer;

"Non-Payment Notice" means a notice of non-payment and demand delivered by the Principal

Paying Agent (acting on behalf of the Trustee) to the Guarantor upon and/or following the

occurrence of a Default in accordance with the terms of the ECGD Guarantee;

"Owner Advance Rental Amount" has, in respect of a Specified Aircraft, the meaning given to

it in the relevant Owner Forward Lease Agreement relating to such Specified Aircraft;

"Owner Delivery Advance Rental Amount" has, in respect of a Specified Aircraft, the

meaning given to it in the relevant Owner Forward Lease Agreement relating to such Specified

Aircraft;

"Owner Forward Lease Agreement" means, in respect of a Specified Aircraft, an aircraft

forward lease agreement dated on or about the Closing Date entered into between the Owner

Trustee (as lessor) and the Lessor (as lessee);

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"Owner Further Advance Rental Amount" has, in respect of a Specified Aircraft, the meaning

given to it in the relevant Owner Forward Lease Agreement relating to such Specified Aircraft;

"Owner Initial Advance Rental Amount" has, in respect of a Specified Aircraft, the meaning

given to it in the relevant Owner Forward Lease Agreement relating to such Specified Aircraft;

"Owner Lease Rental Period" has, in respect of a Specified Aircraft, the meaning given to it in

the Owner Forward Lease Agreement relating to such Leased Aircraft;

"Owner Periodic Principal Rental Amounts" has, in respect of a Specified Aircraft, the

meaning given to it in the relevant Owner Forward Lease Agreement relating to such Leased

Aircraft;

"Owner Periodic Profit Rental Amounts" has, in respect of a Specified Aircraft, the meaning

given to it in the relevant Owner Forward Lease Agreement relating to such Leased Aircraft;

"Owner Service Agency Agreement" means, in respect of a Leased Aircraft, the service agency

agreement relating to that Leased Aircraft dated the Closing Date between the Owner Trustee (as

lessor) and the Lessor (as service agent);

"Owner Service Charge Amount" means, in respect of an Owner Lease Rental Period, all out-

of-pocket costs and expenses incurred by the Lessor (as service agent) in respect of the Services

performed in relation to the Leased Aircraft during that Owner Lease Rental Period;

"Owner Trust Transaction Documents" means each:

(a) the ECGD Guarantee;

(b) each Bill of Sale;

(c) each Aircraft Purchase Agreement Assignment;

(d) each Aircraft Purchase Undertaking;

(e) each ATKM Transfer Agreement;

(f) each Owner Forward Lease Agreement;

(g) each Owner Service Agency Agreement;

(h) each Procurement Agreement;

(i) each Sale Agreement;

(j) each All Parties Agreement;

(k) each Proceeds Agreement; and

(l) any other document designated as such in writing by the Owner Trustee, Emirates and

the ECA Security Trustee;

"Owner Trustee Payment Obligations" means the Owner Trustee's obligation to distribute, or

direct the distribution, to the Trustee the income and capital amounts received under each of the

Owner Forward Lease Agreements, the Owner Service Agency Agreements and the Aircraft

Purchase Undertakings in accordance with the Owner Declaration of Trust and to procure that

amounts are released from the Secured Proceeds Account in accordance with, and subject to, the

Secured Proceeds Account Agreement;

"Owner Trustee Sale Undertaking Obligations" means the Owner Trustee's obligation to

distribute to the Trustee, or direct the distribution of, the income and capital amounts received

under the Sale Agreements (pursuant to the exercise of the Aircraft Sale Undertakings, transfer of

the relevant Leased Aircraft to Emirates and payment by Emirates of the relevant Aircraft Sale

Undertaking Exercise Prices);

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"Part" means, in relation to a Specified Aircraft:

(a) the Landing Gear, the APU, each other part, component, instrument, appliance,

accessory, furnishing or other equipment (other than a complete Engine) supplied with

that Specified Aircraft on the relevant Delivery Date (including Buyer Furnished

Equipment); and

(b) any Replacement Part,

but excludes any such items title to which has or should have passed to Emirates pursuant to the


"Partial Dissolution Aircraft Exercise Price" means, in respect of a Leased Aircraft, an amount

equal to the sum of:

(a) the Aggregate Periodic Principal Distribution Amounts; and

(b) the Aggregate Periodic Profit Distribution Amounts;

less the sum of

(a) Periodic Principal Distribution Amounts already paid; and

(b) Periodic Profit Distribution Amounts already paid;

"Partial Dissolution Amount" means an amount determined in respect of the delivered

Specified Aircraft equal to the sum set out in paragraph (b) below, or alternatively at the

discretion of the ECA Facility Agent and for the purposes of any amounts payable pursuant to

Condition ‎13.3 (Capital Distributions of the Issuer Trust - Partial Dissolution following a

Dissolution Event) means an amount equal to the sum set out in either paragraph (a) or paragraph

(b) below:

(a) an amount equal to the sum of:

(i) the Aggregate Aircraft Sale Price;

(ii) accrued but unpaid Periodic Profit Distribution Amounts on the Relevant Sale

Proportion of Certificates to the Partial Dissolution Date; and

(iii) the Make Whole Amount in respect of the Relevant Sale Proportion of

Certificates;

or

(b) an amount equal to the sum of:

(i) the Aggregate Periodic Principal Distribution Amounts less the aggregate of

Periodic Principal Distribution Amounts already paid;

(ii) accrued but unpaid Periodic Profit Distribution Amounts as at the Partial

Dissolution Date to the Partial Dissolution Date; and

(iii) the Make Whole Amount in respect of the principal amount of the Certificates

being redeemed (excluding any portion of the principal amount of such

Certificates relating to any Specified Aircraft in respect of which Delivery has

not occurred, in respect of which the Make Whole Amount shall be zero);

"Partial Dissolution Date" means the date on which the Certificates are to be redeemed in part

but not in whole:

(a) in connection with redemption in part in accordance with Condition ‎‎13.2 (Capital

Distributions of the Issuer Trust – Mandatory Partial Dissolution following a Non-

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Delivery Event) and/or Condition ‎13.7 (Capital Distribution of the Issuer Trust –

Mandatory Trust Property Distribution), the Delivery Period End Date;

(b) in connection with redemption in part in accordance with Condition ‎13.3 (Capital

Distributions of the Issuer Trust – Partial Dissolution following a Dissolution Event) the

date so specified in the relevant Aircraft Purchase Undertaking Exercise Notice; and

(c) in connection with redemption in part in accordance with Condition ‎13.5 (Capital

Distributions of the Issuer Trust – Dissolution in Whole or in Part by Emirates), the date

so specified in the relevant Aircraft Sale Undertaking Exercise Notice;

"Payment Banking Day" means:

(a) in the case where presentation and surrender of a Definitive Certificate is required before

payment can be made, a day on which banks in the relevant place of surrender of the

Definitive Certificate are open for presentation and payment of securities and for

dealings in foreign currencies; and

(b) in the case of payment by transfer to an account, a day on which banks are open for

general business (including dealings in foreign currencies) in New York City, Dubai and

London;

"Periodic Distribution Amount" means a Periodic Principal Distribution Amount and a Periodic

Profit Distribution Amount;

"Periodic Distribution Date" means 31 March, 30 June, 30 September and 31 December in each

year commencing on 30 June 2015 and, subject to Condition ‎7.3 (Periodic Distributions –

Cessation of Accrual), ending on the Scheduled Dissolution Date (and as further specified in

Schedule 1 (Periodic Principal Distribution Schedule) and Schedule 2 (Periodic Profit

Distribution Schedule) to these Conditions;

"Periodic Principal Distribution Amount" means, in respect of a Specified Aircraft, the

principal amount payable on the relevant Periodic Distribution Date as set out in the Periodic

Principal Distribution Schedule;

"Periodic Principal Distribution Schedule" means, in respect of the Certificates, the schedule

in Schedule 1 (Periodic Principal Distribution Schedule) to the Conditions setting out the

Periodic Principal Distribution Amounts payable on the relevant Periodic Distribution Dates, as

deemed to be amended by the Calculation Agent from time to time in accordance with the

conditions, subject to the approval of the ECA Facility Agent;

"Periodic Profit Distribution Amount" means, in respect of a Specified Aircraft, the profit

amount payable on the relevant Periodic Distribution Date as set out in the Periodic Profit

Distribution Schedule and, where the Periodic Distribution Amount is being determined as at a

date other than a Periodic Distribution Date, the profit amount determined in accordance with

Condition ‎7.2 (Periodic Profit Distributions - Calculation of Periodic Profit Distribution

Amounts payable other than on a Periodic Distribution Date);

"Periodic Profit Distribution Schedule" means, in respect of the Certificates, the schedule in

Schedule 2 (Periodic Profit Distribution Schedule) to the Conditions setting out the Periodic

Profit Distribution Amounts payable on the relevant Periodic Distribution Dates, as deemed to be

amended by the Calculation Agent from time to time in accordance with the Conditions, subject

to the approval of the ECA Facility Agent;

"Potential Dissolution Event" means any event, act or occurrence which would be (with the

expiry of a grace period, the giving of notice, the making of any determination, the satisfaction of

any other applicable condition or any combination of these) a Dissolution Event;

"Proceeds Agreement" means, in respect of a Leased Aircraft, a proceeds and intercreditor deed

entered into on the Closing Date by the Owner Trustee, the Lessor, the ECA Security Trustee and

the ECA Facility Agent;

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"Procurement Agreement" means the procurement agreement dated on or about the Closing

Date and entered into between Emirates and the Owner Trustee;

"Profit Rate" means 2.471 per cent. per annum;

"QIB" means a qualified institutional buyer within the meaning of Rule 144A;

"QP" means a qualified purchaser with the meaning of Section 2(A)(51) of the United States

Investment Company Act of 1940;

"Record Date" means:

(a) (where the Certificate is represented by a Global Certificate), at the close of the business

day (being for this purpose a day on which Euroclear and Clearstream, Luxembourg are

open for business) before the relevant Periodic Distribution Date, relevant Partial

Dissolution Date, Total Loss Dissolution Date or Dissolution Date, as the case may be;

or

(b) (where the Certificate is in definitive form), in the case of the payment of a Periodic

Distribution Amount, the date falling on the fifteenth day before the relevant Periodic

Distribution Date and, in the case of the payment of a Partial Dissolution Amount,

Delivery Period Partial Dissolution Amount, Aggregate Total Loss Dissolution Amount,

Trust Property Distribution Amount or the Dissolution Distribution Amount, the date

falling two Payment Banking Days before the relevant Due Date;

a Certificateholder's "registered account" means the account maintained by or on behalf of such

Certificateholder with a bank that processes payments in U.S. dollars, details of which appear on

the Register at the close of business on the relevant Record Date;

a Certificateholder's "registered address" means its address appearing on the Register at that

time;

"Register" has the meaning given to it in the Issuer Declaration of Trust;

"Registered Office Agreement" means the registered office agreement dated 26 March 2015

and entered into between the Trustee Administrator and the Trustee;

"Regulation S" means Regulation S under the Securities Act;

"Regulation S Certificates" means the Certificates sold in offshore transactions in reliance on

Regulation S;

"Regulation S Definitive Certificates" means Certificates in definitive registered form issued by

the Trustee which are offered and sold outside the United States to non U.S. persons in an

"offshore transaction" (within the meaning of Regulation S) and for the time being are in

substantially the form set out in part B (Form of Regulation S Definitive Certificate) of schedule

1 (Forms of Certificates) of the Issuer Declaration of Trust or the amount thereof for the time

being outstanding and includes any replacements for the Regulation S Global Certificate issued

pursuant to Condition ‎‎16 (Replacement of Definitive Certificates);

"Regulation S Global Certificate" means a Certificate in global form issued by the Trustee

which is offered and sold outside the United States to non U.S. persons in an "offshore

transaction" (within the meaning of Regulation S) and in substantially the form set out in part A

(Form of Regulation S Global Certificate) of schedule 1 (Forms of Certificates) of the Issuer


"Reimbursement Agreement" means the reimbursement agreement dated on or before the

Closing Date between the ECA Facility Agent, the ECA Security Trustee, the Lessor, the Owner

Trustee, the Trustee and Emirates in respect of certain reimbursement arrangements in

connection with the ECGD Guarantee;

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"Relevant Date" means, in relation to any payment, whichever is the later of: (a) the date on

which the payment in question first becomes due; and (b) if the full amount payable has not been

paid into the Transaction Account on or prior to such due date, the date on which the full amount

has been so received;

"Relevant Jurisdiction" means the United Kingdom, the Cayman Islands and the United Arab

Emirates or any Emirate therein or any political subdivision or authority thereof or therein having

the power to tax;

"Relevant Party" means the Lessor, the Owner Trustee, the ECA Facility Agent and the ECA

Security Trustee;

"Relevant Period" has the meaning given to it in Condition ‎‎7.2 (Periodic Distributions –

Calculation of Periodic Distribution Amounts payable other than on a Periodic Distribution

Date);

"Relevant Proportion" means the proportion which the principal amount of the Certificates

being redeemed on the relevant Partial Dissolution Date bears to the aggregate principal amount

of the Certificates then outstanding immediately prior to redemption;

"Relevant Sale Proportion" means the proportion which the Aggregate Aircraft Sale Price on

the relevant Partial Dissolution Date bears to the aggregate principal amount of the Certificates

then outstanding;

"Remaining Weighted Average Life" means, on a given date with respect to the Certificates or,

as the case may be, the principal amount of the Certificates attributable to the relevant Leased

Aircraft, the number of days equal to the quotient obtained by dividing:

(a) the sum of each of the products obtained by multiplying (i) the amount of each then

remaining Periodic Principal Distribution Amounts or, as the case may be, the principal

amount of the Certificates attributable to the relevant Leased Aircraft by (ii) the number

of days from and including the Determination Date to but excluding the date on which

such payment of the Periodic Principal Distribution Amount is scheduled to be made; by

(b) the then principal amount outstanding of the Certificates or, as the case may be, the

principal amount outstanding of the Certificates attributable to the relevant Leased

Aircraft;

"Replacement Engine" means an engine replaced in accordance with the provisions of the

Owner Forward Lease Agreement or the EK Forward Lease Agreement;

"Replacement Part" means a part, component, instrument, appliance, accessory, furnishing or

other equipment (other than a complete Engine) replaced in accordance with the provisions of the

Owner Forward Lease Agreement or the EK Forward Lease Agreement;

"Reserved Matter" has the meaning given to it in schedule 4 of the Issuer Declaration of Trust;

"Restricted Certificates" means the Certificates sold within the United States to QIBs who are

also QPs in reliance on Rule 144A;

"Restricted Definitive Certificates" means Certificates in definitive registered form issued by

the Trustee which are offered and sold within the United States to QIBs who are also QPs in

reliance on the exemption from registration provided by Rule 144A and for the time being are in

substantially the form set out in part D (Form of Restricted Definitive Certificate) of schedule 1

(Forms of Certificates) of the Issuer Declaration of Trust or the amount thereof for the time being

outstanding and includes any replacements for the Restricted Global Certificate issued pursuant

to Condition ‎16 (Replacement of Definitive Certificates);

"Restricted Global Certificates" means a Certificate in global form issued by the Trustee which

is offered and sold within the United States to QIBs who are also QPs in reliance on the

exemption from registration provided by Rule 144A and in substantially the form set out in part

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C (Form of Restricted Global Certificate) of schedule 1 (Forms of Certificates) of the Issuer


"Return Accumulation Period" has the meaning given to it in Condition ‎7.2 (Periodic

Distributions – Calculation of Periodic Distribution Amounts payable other than on a Periodic

Distribution Date);

"Rights to Travel" means certain rights and services acquired by the Trustee in accordance with

the Purchase of Services Agreement comprising the following:

(a) the right and entitlement of the Trustee (or any third party to whom such rights and

entitlement have been transferred by or on behalf of the Trustee in accordance with the

terms of the Issuer Trust Transaction Documents) to travel on any airline passenger route

operated from time to time by Emirates (excluding any route within, to, or from the

United States of America or its territories); and

(b) all services ordinarily provided by Emirates to passengers travelling on such route

(except for any services relating to the sale of alcohol, pork or tobacco-related products),

in each case subject to and in accordance with Emirates' Terms of Business (such rights and

services being measured as ATKMs and made available and apportioned as set out in schedule 1

(Availability of Rights to Travel) to the Purchase of Services Agreement and in accordance with

the Purchase of Services Agreement);

"Rule 144A" means Rule 144A under the Securities Act;

"Sale Agreement" means, in respect of a Leased Aircraft, an agreement substantially in the form

set out in schedule 2 (Form of Sale Agreement) to the relevant Aircraft Purchase Undertaking or

schedule 2 (Form of Sale Agreement) to the relevant Aircraft Sale Undertaking (as applicable);

"Scheduled Delivery Date" means:

(a) in respect of Aircraft 1, 8 April 2015;

(b) in respect of Aircraft 2, 4 May 2015;

(c) in respect of Aircraft 3, 5 June 2015; and

(d) in respect of Aircraft 4, 31 July 2015;

"Scheduled Dissolution Date" means 31 March 2025 or, if such date is not a Banking Day, the

immediately preceding Banking Day;

"Scheduled Payment" means:

(a) any Periodic Profit Distribution Amount that falls due from the Trustee in accordance

with Condition ‎7.1 (Periodic Profit Distributions - Periodic Profit Distribution

Amounts);

(b) any Periodic Principal Distribution Amount that falls due from the Trustee in accordance

with Condition ‎13.1 (Capital Distributions of the Issuer Trust – Scheduled Dissolution);

(c) any Delivery Period Partial Dissolution Amount that falls due from the Trustee in

accordance with Condition ‎13.2 (Capital Distributions of the Issuer Trust – Mandatory

Partial Dissolution following a Non-Delivery Event);

(d) any Partial Dissolution Amount that falls due from the Trustee in accordance with

Condition ‎13.3 (Capital Distributions of the Issuer Trust – Partial Dissolution following

a Dissolution Event);

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(e) any Dissolution Distribution Amount that falls due from the Trustee in accordance with

Condition ‎13.4 (Capital Distributions of the Issuer Trust – Dissolution in Whole

following a Dissolution Event);

(f) any Aggregate Total Loss Dissolution Amount that falls due from the Trustee in

accordance with Condition ‎13.6 (Capital Distributions of the Issuer Trust – Dissolution

following Total Loss) as adjusted in accordance with Condition ‎14.2 (Guaranteed

Amount on Total Loss); and

(g) any Trust Property Distribution Amount that falls due from the Trustee in accordance

with Condition ‎13.7 (Capital Distribution of the Issuer Trust – Mandatory Trust

Property Distribution),

including, in each case, any amounts that the Trustee is required to pay in respect thereof

pursuant to Condition ‎10 (Taxation);

"Secured Proceeds Account" means an account in the name of the Owner Trustee into which

the Issuance Proceeds Balance is paid and over which the Owner Trustee grants a charge in

favour of the ECA Security Trustee in accordance with each of the Proceeds Agreements;

"Secured Proceeds Account Agreement" means the agreement dated on or about the Closing

Date between, among others, the Account Bank, the Owner Trustee and the ECA Security

Trustee in respect of the Secured Proceeds Account and any replacement agreement entered into

upon the appointment of a successor Account Bank;

"Securities Act" means the U.S. Securities Act of 1933 of the United States;

"Security Documents" means the documents pursuant to which security is granted in favour of

the ECA Security Trustee (on behalf of ECGD and certain other secured parties, but not the

Certificateholders) in accordance with each of the Proceeds Agreements;

"Security Interest" means any mortgage, pledge, lien, charge, assignment, right of detention,

hypothecation, statutory right in rem or other security interest or any other agreement or

arrangement having a similar effect.

"Separate Issuance" means, subject to the written approval of the Guarantor, a separate

standalone issuance of trust certificates by the Trustee in connection with financing the purchase

of aircraft on substantially the same terms as these Conditions and the Transaction Documents;

"Services" has the meaning given to it in the Owner Service Agency Agreement;

"Specified Aircraft" means any or all (as the context may require) of Aircraft 1, Aircraft 2,

Aircraft 3 and Aircraft 4 and includes where the context so admits a separate reference to the

relevant:

(a) Airframe;

(b) Engines;

(c) Parts; and

(d) Manuals and Technical Records,

in each case, to be procured by Emirates in accordance with the Procurement Agreement and to

be manufactured and delivered in accordance with the Procurement Agreement and the Aircraft

Purchase Agreement, subject to the Aircraft Purchase Assignment Agreement, and in accordance

with the specifications set out in Schedule 4 (Specified Aircraft) to the Procurement Agreement;

"Specified Denomination" has the meaning given to it in Condition ‎2.1 (Form, Denomination

and Title – Form and Denomination);

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"State of Registration" means the United Arab Emirates or any other country in which a

Specified Aircraft is registered from time to time as permitted or required by the relevant Owner

Forward Lease Agreement or EK Forward Lease Agreement;

"Subsidiary" means an entity of which a person has direct or indirect control or owns directly or

indirectly more than fifty per cent. (50 per cent.) of the voting capital or has a similar right of

ownership and control;

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature

(including any related penalty or interest);

"Terms of Business" means the terms of business applied by Emirates from time to time to

passenger air travel generally and in accordance with its customary operating procedures;

"Total Loss" means, in respect of a Leased Aircraft, the Airframe or any Engine:

(a) its actual, constructive, compromised, arranged or agreed total loss;

(b) its destruction, damage beyond economic repair or being rendered permanently unfit for

normal use for any reason whatsoever;

(c) its requisition of title, confiscation, condemnation, seizure, forfeiture or similar taking of

title or other compulsory acquisition by any Government Entity (whether de jure or de

facto), but excluding requisition for use or hire not involving requisition of title; or

(d) its hi-jacking, theft, disappearance, confiscation, condemnation, detention, seizure,

deprivation or requisition for use or hire (in each case other than as referred to in

paragraph (c)) for more than sixty (60) consecutive days or for any period which extends

beyond the Scheduled Dissolution Date,

and a Total Loss of the Leased Aircraft shall be deemed to have occurred if a Total Loss occurs

with respect to the Airframe;

"Total Loss Certificates" means the relevant principal amount of Certificates outstanding as a

whole attributable to the Leased Aircraft which was the subject of a Total Loss and not redeemed

on the Total Loss Dissolution Date in accordance with Condition ‎‎13.6 (Capital Distributions of

the Issuer Trust – Dissolution following Total Loss);

"Total Loss Date" means, in respect of a Leased Aircraft, the date on which Emirates notifies the

ECA Facility Agent, or following a Dissolution Event the ECA Facility Agent otherwise

determines, that a Total Loss has occurred, as more particularly described in the relevant Owner

Service Agency Agreement;

"Total Loss Dissolution Amount" means, in respect of a Leased Aircraft which is the subject of

a Total Loss, an amount which shall be no more than the Full Reinstatement Value which shall

be either:

(a) an amount equal to the sum of:

(i) the Total Loss Principal Amount; and

(ii) accrued but unpaid Periodic Profit Distribution Amounts to but excluding the

Total Loss Date; and

(iii) an amount equal to the Periodic Profit Distribution Amount which would have

been payable for a period of 30 days from and including the Total Loss Date,

on the Total Loss Dissolution Date; or

(b) an amount equal to the sum of:

(i) the Total Loss Principal Amount; and

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(ii) accrued but unpaid Periodic Profit Distribution Amounts to but excluding the

Total Loss Date; and

(iii) an amount equal to the Periodic Profit Distribution Amount which would have

been payable for a period of 90 days from and including the Total Loss Date,

on the first Default Payment Date (if any) following a Total Loss Dissolution Date;

"Total Loss Dissolution Date" has the meaning given to it in Condition ‎13.6 (Capital

Distributions of the Issuer Trust – Dissolution following Total Loss);

"Total Loss Principal Amount" means, in respect of a Leased Aircraft which is the subject of a

Total Loss, an amount equal to the sum of: the Aggregate Periodic Principal Distribution

Amounts less the aggregate of Periodic Principal Distribution Amounts already paid;

"Total Loss Shortfall Amount" means, in respect of a Leased Aircraft which has been the

subject of a Total Loss and the relevant Owner Service Agency Agreement:

(a) the Full Reinstatement Value;

minus

(b) the amount of insurance proceeds under the Insurances credited to the Transaction

Account on the 30th day after the Total Loss has occurred in accordance with Clause 5

(Insurance) of the relevant Owner Service Agency Agreement;

"Total Loss Tangibility Requirement" means that, as a result of the occurrence of a Total Loss

in respect of one or more Leased Aircraft, the ECA Facility Agent has determined that the value

(as calculated by the ECA Facility Agent using such valuation estimate or estimates as it deems

appropriate) of the remaining Leased Aircraft is at least equal to one third of the then outstanding

principal amount of Certificates immediately prior to any redemption on the Total Loss

Distribution Date in accordance with Condition ‎13.6 (Capital Distributions of the Issuer Trust –

Dissolution following Total Loss) or Condition ‎14.2 (ECGD Guarantee – Guaranteed Amounts

on Total Loss);

"Total Periodic Principal Distribution Amount" means, in respect of the Certificates, the

aggregate of all Periodic Principal Distribution Amounts payable in accordance with the Periodic

Principal Distribution Schedule;

"Total Periodic Profit Distribution Amount" means, in respect of the Certificates, the

aggregate of all Periodic Profit Distribution Amounts payable in accordance with the Periodic

Profit Distribution Schedule;

"Transaction" means the arrangements between Emirates, the Lessor, the Owner Trustee, the

Trustee, ECGD (as Guarantor), the ECA Facility Agent, the ECA Security Trustee, the Principal

Paying Agent, the Calculation Agent and the Delegate in connection with the financing of the

Specified Aircraft through the issuance of the Certificates and entry into the Transaction

Documents;

"Transaction Account" means the non-interest bearing transaction account established by the

Trustee and held with the Principal Paying Agent denominated in U.S. Dollars and titled

KHADRAWY LIMITED;

"Transaction Account Balance" means, for the purposes of determining the relevant

Guaranteed Amount in respect of a Default Payment Date, an amount equal to the balance

standing to the credit of the Transaction Account on or in respect of the Due Date in respect of

the relevant Scheduled Payment prior to any instruction by the Principal Paying Agent, the

Trustee or the Delegate, as the case may be, to pay such amount to the Certificateholders

provided that:

(a) where it is necessary to provide such instruction prior to the relevant Due Date for

payment under the Certificates, the amounts in respect of which the instruction was

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given (provided that such amounts were in the Transaction Account at the time of the

instruction) shall be deemed to still be standing to the credit of the Transaction Account

for the purposes of determining the relevant Guaranteed Amount; and

(b) where an amount is paid into the Transaction Account by, or on behalf of, the Lessor,

the Owner Trustee or any other party in respect of a Guaranteed Obligation at any time,

such amount will be deemed to form part of the Transaction Account Balance for the

purposes of determining the relevant Guaranteed Amount (if any) relating to the

corresponding Scheduled Payment regardless of how such amount is subsequently used

by the Principal Paying Agent or any other party (or is unavailable to be so used);

"Transaction Documents" means the Issuer Trust Transaction Documents, the Owner Trust

Transaction Documents and all other documents entered into in connection with the Transaction;

"Treasury Yield" means, at the Determination Date with respect to the Certificates or, as the

case may be, such part of the Certificates relating to a Leased Aircraft, the interest rate

(expressed as a decimal) determined to be the per annum rate equal to the quarterly yield to a

maturity for United States Treasury securities maturing on the Average Life Date of the relevant

part(s) of the Certificates relating to the applicable Leased Aircraft and trading in the public

securities markets either as determined by interpolation between the most recent weekly average

yield to maturity for two series of United States Treasury securities trading in the public

securities markets, (A) one maturing as close as possible to, but earlier than, the applicable

Average Life Date of such part(s) of the Certificates relating to the applicable Leased Aircraft

and (B) the other maturing as close as possible, but later than, the applicable Average Life Date

of such part(s) of the Certificates relating to the applicable Leased Aircraft, in each case as

published in the most recent H.15(519) or, if a weekly average yield to maturity for United States

Treasury securities maturing on the applicable Average Life Date of such part(s) of the

Certificates is reported in the most recent H.15(519), such weekly average yield to maturity as

published in such H.15(519);

"Trust Property Distribution Amount" means the amounts standing to the credit of the Secured

Proceeds Account on the second Banking Day prior to the Delivery Period End Date minus the

aggregate of any amounts to be deducted from the Secured Proceeds Account in accordance with

the Secured Proceeds Account Agreement to satisfy amounts due:

(a) under Condition ‎7.1 (Periodic Profit Distributions– Periodic Profit Distribution

Amounts) on the second Periodic Distribution Date;

(b) under Condition ‎13.2 (Capital Distributions of the Issuer Trust– Mandatory Partial

Dissolution following a Non-Delivery Event) on the relevant Partial Dissolution Date;

(c) under Condition ‎13.3 (Capital Distributions of the Issuer Trust – Partial Dissolution

following a Dissolution Event) if the relevant Partial Dissolution Date is the Delivery

Period End Date; and/or

(d) in connection with the Delivery of a Specified Aircraft prior to the Delivery Period End

Date, to the Manufacturer in accordance with the terms of the Procurement Agreement;

"Trustee Administrator" means MaplesFS Limited;

"Trustee Security Assignment" means the security assignment dated or to be dated on or about

the Closing Date between the Trustee and the ECA Security Trustee, under which the Trustee

assigns, inter alia, its present and future rights, title and interests in certain of the Issuer Trust

Assets and the Issuer Trust Transaction Documents (excluding, amongst other things, the ECGD

Guarantee) to the ECA Security Trustee;

"Trustee Security Documents" means the Trustee Security Assignment, each Mortgage and

each Cape Town Security Agreement;

"Voter" has the meaning given to it in Schedule 4 (Provisions for Meetings of Certificateholders)

of the Issuer Declaration of Trust; and

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"Written Resolution" has the meaning given to it in Schedule 4 (Provisions for Meetings of

Certificateholders) of the Issuer Declaration of Trust.

2. FORM, DENOMINATION AND TITLE

2.1 Form and Denomination

The Certificates are issued in registered form in denominations of U.S.$200,000 and integral

multiples of U.S.$1,000 (each a "Specified Denomination") in excess thereof. A Definitive

Certificate will be issued to each Certificateholder in respect of its registered holding of

Certificates. Each Definitive Certificate will be numbered serially with an identifying number

which will be recorded on the relevant Definitive Certificate and in the register of

Certificateholders (the "Register") which the Trustee will cause to be kept by the Registrar in

accordance with the provisions of the Paying Agency Agreement.

Regulation S Certificates will be represented on issue by beneficial interests in one or more

Regulation S Global Certificates, in fully registered form, which will be deposited with a common

depositary for, and registered in the name of a common nominee of, Euroclear and Clearstream,

Luxembourg. The Regulation S Certificates will be offered and sold to non-U.S. persons in

offshore transactions in reliance on Regulation S.

Restricted Certificates will be represented on issue by beneficial interests in one or more

Restricted Global Certificates in fully registered form, which will be deposited with Citibank,

N.A., London Branch as custodian for DTC and registered in the name of a nominee of DTC. The

Restricted Global Certificates will be offered and sold within the United States to QIBs who are

also QPs in transactions made in reliance on the exemption from registration provided by Rule

144A.

Ownership interests in the Regulation S Global Certificates and the Restricted Global

Certificates (together, the "Global Certificates") will be shown on, and transfers thereof will only

be effected through, records maintained by the relevant clearing systems. The Trustee shall issue

Definitive Certificates in exchange for the Global Certificates only in accordance with the

provisions thereof.

2.2 Title

Title to the Certificates passes only by registration in the Register. The registered holder of any

Certificate will (except as otherwise required by law) be treated as the absolute owner of the

Certificates represented by the relevant Definitive Certificate for all purposes (whether or not any

payment thereon is overdue and regardless of any notice of ownership, trust or any interest or any

writing on, or the theft or loss of, the Definitive Certificate) and no person will be liable for so

treating the holder of any Certificate. The registered holder of a Certificate will be recognised by

the Trustee as entitled to his Definitive Certificate free from any equity, set-off or counterclaim

on the part of the Trustee against the original or any intermediate holder of such Certificate.

The Trustee and the Delegate may call for, and shall be at liberty to accept and place full reliance

on as sufficient evidence thereof and shall not be liable to any Certificateholder by reason only of

either having accepted as valid or not having rejected, an original certificate or other document

purporting to be signed on behalf of DTC, Euroclear or Clearstream, Luxembourg or any other

relevant clearing system to the effect that at any particular time or throughout any particular

period any particular person is, was or will be shown in its records as having a particular nominal

amount of Certificates credited to his or her securities account.

3. TRANSFERS OF CERTIFICATES

3.1 Transfers

Subject to Condition ‎3.4 (Transfers of Certificates – Closed Periods), Condition ‎3.5 (Transfers of

Certificates – Regulations) and the provisions of the Paying Agency Agreement, a Certificate

may be transferred whole or in an amount equal to the Specified Denomination(s) or any integral

multiple thereof by depositing the Definitive Certificate, with the form of transfer on the back

duly completed and signed, at the specified office of any Transfer Agent together with such

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evidence as the Registrar or (as the case may be) such Transfer Agent may reasonably require to

prove the title of the transferor and the individuals who have executed the forms of transfer.

Transfers of interests in the Certificates represented by a Global Certificate will be effected in

accordance with the rules of the relevant clearing system through which the interest is held.

3.2 Delivery of New Definitive Certificates

Each new Definitive Certificate to be issued upon any transfer of Certificates pursuant to

Condition ‎3.1 (Transfers of Certificates – Transfers) will, within five (5) business days of receipt

by the Transfer Agent of the duly completed form of transfer endorsed on the relevant Definitive

Certificate, be available for delivery. Delivery of new Definitive Certificate(s) shall be made at

the specified office of the Transfer Agent to whom delivery or surrender of such form of transfer

or Definitive Certificate shall have been made or, at the option of the holder making such

delivery or surrender as aforesaid and as specified in the relevant form of transfer or otherwise in

writing, be mailed by uninsured mail at the risk of the holder entitled to the Definitive Certificate

to the address as may be so specified unless such holder requests otherwise and pays in advance

to the Transfer Agent the costs of such other method of delivery and /or insurance as it may

specify. For the purposes of this Condition ‎3.2, "business day" shall mean a day on which banks

are open for business in the city in which the specified office of the Transfer Agent with whom a

Definitive Certificate is deposited in connection with a transfer is located.

Where some but not all of the Certificates in respect of which a Definitive Certificate is issued

are to be transferred, a new Definitive Certificate in respect of the Certificates not so transferred

will, within five (5) business days of receipt by the Transfer Agent of the original Definitive

Certificate, be mailed by uninsured mail at the risk of the holder of the Certificates not so

transferred to the address of such holder appearing on the Register or as specified in the form of

transfer.

Except in the limited circumstances described in the relevant Global Certificate, owners of

interests in the relevant Global Certificate will not be entitled to receive physical delivery of

Definitive Certificates.

3.3 Formalities Free of Charge

Registration of any transfer of Certificates will be effected without charge on behalf of the

Trustee, the Registrar or the Transfer Agent but upon payment (or the giving of such indemnity

as the Trustee, Registrar or Transfer Agent may reasonably require) by the transferee in respect

of any stamp duty, tax or other governmental charges which may be imposed in relation to such

transfer.

3.4 Closed Periods

No Certificateholder may require the transfer of a Certificate to be registered during the period of

fifteen (15) days ending on (and including) the due date for any payment of the Dissolution

Distribution Amount, any Partial Dissolution Amount, any Delivery Period Partial Dissolution

Amount, any Trust Property Distribution Amount, any Periodic Distribution Amount or any

Make Whole Amount or any other date on which payment of the principal amount (or any part

thereof) or payment of any profit in respect of a Certificate falls due.

3.5 Regulations

All transfers of Certificates and entries on the Register will be made subject to the detailed

regulations concerning transfers of Certificates scheduled to the Issuer Declaration of Trust. A

copy of the current regulations will be mailed (free of charge) by the Registrar to any

Certificateholder who requests in writing a copy of such regulations.

Unless otherwise requested by him, each Certificateholder shall be entitled to receive, in

accordance with Condition ‎2.1 (Form, Denomination and Title – Form and Denomination), only

one Certificate in respect of his or her entire holding of Certificates. In the case of a transfer of a

portion of the principal amount of a Certificate, a new Definitive Certificate in respect of the

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balance of the Certificates not transferred will be issued to the transferor in accordance with

Condition ‎3.2 (Transfers of Certificates – Delivery of New Definitive Certificates).

4. STATUS AND LIMITED RECOURSE

4.1 Status

Each Certificate evidences an undivided ownership interest in the Issuer Trust Assets subject to

the terms of the Issuer Declaration of Trust and the Trustee's obligation to distribute to the

Certificateholders the principal amount (or any part thereof) or any profit in respect of the

Certificates pursuant to the terms of the Issuer Declaration of Trust is a direct, unsubordinated,

unsecured and limited recourse obligation of the Trustee. Each Certificate will be fungible in all

respects with all Certificates.

4.2 Limited Recourse

(a) The Issuer Trust Assets are the sole source of payments on the Certificates. Save as

provided in this Condition ‎4.2, the Certificates do not represent an interest in or

obligation of any of the Trustee, Emirates, the Owner Trustee, the Guarantor, the

Delegate, the Agents or any of their respective affiliates. Accordingly, each

Certificateholder, by subscribing for or acquiring the Certificates, acknowledges and

agrees that, notwithstanding anything to the contrary contained in these Conditions or

any Issuer Trust Transaction Documents:

(i) they will not have recourse to any assets of the Trustee (other than the Issuer

Trust Assets), the Delegate, the Agents or any of their respective affiliates in

respect of any shortfall in the expected amounts from the Issuer Trust Assets to

the extent the Issuer Trust Assets have been exhausted following which all

obligations of the Trustee shall be extinguished;

(ii) they will not have recourse to any assets of Emirates or the Owner Trustee and

any recourse shall be limited to the Issuer Trust Assets, which include

obligations of Emirates and the Owner Trustee under the Issuer Trust


(iii) any recourse to the assets of the Guarantor is limited to a claim by the Principal

Paying Agent (acting on behalf of the Trustee) under the ECGD Guarantee in

accordance with its terms.

(b) Each of Emirates and the Owner Trustee is obliged to make certain payments under the

relevant Issuer Trust Transaction Documents directly to the Trustee (for and on behalf of

the Certificateholders).

(c) The Delegate (acting in the name of and on behalf of the Trustee), but no other party,

will have direct recourse against the Guarantor to recover payments which become due

under the terms of the ECGD Guarantee.

(d) The net proceeds of realisation of, or enforcement with respect to, the Issuer Trust Assets

may not be sufficient to make all payments due in respect of the Certificates. If,

following the distribution of such proceeds, there remains a shortfall in payments due

under the Certificates, subject to Condition ‎15 (Enforcement), no holder of Certificates

will have any claim against Emirates (to the extent that it fulfils all of its obligations

under the relevant Issuer Trust Transaction Documents), or the Guarantor, the Trustee,

the Owner Trustee, the Delegate, the Agents, or any of their respective affiliates or

against any assets (other than the Issuer Trust Assets to the extent not exhausted) in

respect of such shortfall and any unsatisfied claims of the Certificateholders in respect of

the Issuer Trust Assets shall be extinguished. In particular, no holder of Certificates will

be able to petition for, or join any other person in instituting proceedings for, the

reorganisation, liquidation, winding-up or receivership of Emirates (to the extent that it

fulfils all of its obligations under the relevant Issuer Trust Transaction Documents), the

Trustee, the Owner Trustee or the Guarantor, the Delegate, the Agents or any of their

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respective affiliates as a consequence of such shortfall or otherwise. The sole right of the

Certificateholders in respect of a non-payment by the Guarantor under the ECGD

Guarantee shall be to give instructions to the Delegate (or if the Delegate fails to act, a

successor delegate or the Trustee (acting through a successor delegate)) to enforce, on

behalf of the Trustee and in the interests of the Certificateholders, the obligations of the

Guarantor under the ECGD Guarantee.

4.3 Agreement of Certificateholders

By subscribing for or acquiring the Certificates, each Certificateholder acknowledges and agrees

that notwithstanding anything to the contrary contained in these Conditions or any Issuer Trust

Transaction Documents:

(a) no payment of any amount whatsoever shall be made by any of the Trustee, the Delegate

(acting in the name and on behalf of the Trustee) or any of their respective agents on

their behalf except to the extent funds are available therefor from the Issuer Trust Assets;

(b) no recourse shall be had for the payment of any amount owing hereunder or under any

relevant Issuer Trust Transaction Document, whether for the payment of any fee,

indemnity or other amount hereunder or any other obligation or claim arising out of or

based upon the Issuer Trust Transaction Documents, against the Trustee (and/or its

directors, officers, administrators or shareholders), Emirates, the Owner Trustee or the

Guarantor (and/or any of such party's directors, officers, administrators or shareholders),

the Delegate, any Agent or any of their respective agents or affiliates to the extent the

Issuer Trust Assets have been exhausted and the Guarantor has fulfilled all of its

payment obligations under the ECGD Guarantee, following which all obligations of the

Trustee, Emirates, the Owner Trustee, the Guarantor, the Delegate, any Agents and their

respective agents or affiliates shall be extinguished;

(c) prior to the date which is one year and one day after the date on which all amounts

owing by the Trustee under the Issuer Trust Transaction Documents to which it is a party

have been paid in full, it will not institute against, or join with any other person in

instituting against, the Trustee or the Owner Trustee any bankruptcy, reorganisation,

arrangement or liquidation proceedings or other proceedings under any bankruptcy or

similar law;

(d) no recourse (whether by institution or enforcement of any legal proceedings or

assessment or otherwise) in respect of any breaches of any duty, obligation or

undertaking of the Trustee, the Delegate or the Owner Trustee arising under or in

connection with the Certificates or the Issuer Trust Transaction Documents by virtue of

any law, statute or otherwise shall be had against any shareholder, officer, director or

corporate services provider of the Trustee, the Delegate or the Owner Trustee in their

capacity as such and any and all personal liability of every such shareholder, officer,

director or corporate services provider in their capacity as such for any breaches by the

Trustee, the Delegate or the Owner Trustee of any such duty, obligation or undertaking

is hereby expressly waived and excluded to the extent permitted by law; and

(e) unless otherwise stated in the Issuer Trust Transaction Documents, it shall not be entitled

to claim or exercise any right of set-off or counterclaim in respect of any liability owed

by it to the Trustee, the Delegate or the Guarantor or claim any lien or other rights over

any property held by it on behalf of the Trustee or the Delegate.

5. THE ISSUER TRUST

5.1 The Issuer Trust

Pursuant to the Issuer Declaration of Trust (and subject to the provisions thereof), subject to the

Security Interests to be created (and the Trustee's right to do so) pursuant to the Trustee Security

Documents in favour of the ECA Security Trustee (on behalf of ECGD and certain other secured

parties, but not the Certificateholders) and each of the Proceeds Agreements, the Trustee holds

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the following assets upon trust absolutely for the holders of the Certificates pro rata on an

undivided basis according to the principal amount of Certificates held by each holder:

(a) the Issuance Proceeds, pending application thereof in accordance with the terms of the

Purchase of Services Agreement and the Owner Declaration of Trust;

(b) all of the Trustee's interests, rights, benefits and entitlements, present and future, in and

to the Rights to Travel which are purchased by the Trustee pursuant to the Purchase of

Services Agreement and which have not yet been contributed to the Owner Trust or sold

pursuant to the ATKM Purchase Undertaking (as the case may be) pending distribution

thereof in accordance with the terms of the Owner Declaration of Trust;

(c) all of the Trustee's interests, rights, benefits and entitlements, present and future, in, to

and under: (i) the Issuer Trust Transaction Documents (excluding any representations

given by Emirates to the Trustee pursuant to any of the Issuer Trust Transaction

Documents), including the right to receive payments under the Owner Trustee Payment

Obligations and the Owner Trustee Sale Undertaking Obligations; and (ii) each of the

Proceeds Agreements;

(d) all monies standing to the credit of the Transaction Account from time to time; and


(the items listed above from (a) to (e) (inclusive) the "Issuer Trust Assets").

As sole beneficiary of the Owner Trust, the Trustee shall be entitled to (and shall hold on trust for

the Certificateholders), subject to the Security Interests to be created pursuant to the Owner Trust

Security Documents in favour of the ECA Security Trustee (on behalf of ECGD and certain other

secured parties, but not the Trustee or the Certificateholders), the income and proceeds from the

Owner Trust Assets, which shall include the Leased Aircraft and the rights to receive payments

pursuant to the leasing arrangements of such Leased Aircraft.

Pursuant to the Purchase of Services Agreement, the Seller will sell and transfer on the Closing

Date to the Trustee as Purchaser of all of the Rights to Travel in consideration for payment of the

ATKM Purchase Price. The ATKM Purchase Price comprises: (i) the Initial ATKM Amount,

which is payable by the Purchaser to the Seller (or to the Seller's order) on the Closing Date; and

(ii) the ATKM On-Demand Amount, which will be payable on demand in four instalments, each

such instalment being payable on the relevant ATKM Payment Date (subject to, if the relevant

ATKM Payment Date is a date on which a Delivery occurs, Emirates delivering to the Trustee

and the Owner Trustee a Certificate of Delivery in respect of the relevant Specified Aircraft

where permitted to do so in accordance with the Procurement Agreement).

5.2 The Owner Trust Assets

Pursuant to the Owner Declaration of Trust, the Trustee shall contribute to the Owner Trustee the

Issuance Proceeds Balance and all of its interest, rights, benefits and entitlements, present and

future, in and to the Rights to Travel and the Owner Trustee shall use such assets to:

(a) credit the Secured Proceeds Account with the Issuance Proceeds Balance;

(b) procure the acquisition of Specified Aircraft pursuant to the terms of the Procurement

Agreement using funds from the Secured Proceeds Account together with the Rights to

Travel; and

(c) lease such Specified Aircraft to the Lessor,

and shall enter into the Owner Trust Transaction Documents, the Security Documents to

which it is a party and each of the relevant Proceeds Agreements. Pursuant to the Owner

Declaration of Trust, the Owner Trustee shall hold on trust for the Trustee as beneficiary

the Owner Trust Assets, but will have the power to, and shall, create security over,

mortgage, assign and otherwise encumber, the Owner Trust Assets in accordance with

the Security Documents in favour of the ECA Security Trustee (but not in favour of the

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Trustee or the Certificateholders) and, following the creation of any such security

interests over any Owner Trust Assets by the Owner Trustee, the Owner Trustee shall

hold on trust for the Trustee as beneficiary the equity of redemption over such secured

Owner Trust Assets.

Pursuant to the Owner Declaration of Trust, the Owner Trustee will declare a trust for

the sole benefit of the Trustee over the following, subject to the Security Interests to be

created (and the Owner Trustee's right to do so) pursuant to the Security Documents to

which it is a party in favour of the ECA Security Trustee (on behalf of ECGD and

certain other secured parties, but not the Trustee nor the Certificateholders) and each of

the Proceeds Agreements:

(i) the Issuance Proceeds Balance received from the Trustee pending application

thereof in accordance with the terms of the Owner Trust Transaction Documents;

(ii) the interests, rights, benefits and entitlements, present and future, of the Trustee

in and to the Rights to Travel which were purchased by the Trustee pursuant to

the Purchase of Services Agreement and which have been contributed by the

Trustee to the Owner Trustee pursuant to the Owner Declaration of Trust and

remain to be transferred to Emirates pursuant to the terms of the Procurement

Agreement or returned to the Trustee pursuant to the terms of the Owner


(iii) the interests, rights, benefits and entitlements, present and future, of the Owner

Trustee in, to and under the Leased Aircraft and the Owner Trust Transaction

Documents (excluding any representations given by Emirates to the Owner

Trustee pursuant to any of the Owner Trust Transaction Documents); and

(iv) all proceeds of the foregoing,

(the items listed above from (i) to (iv) (inclusive), the "Owner Trust Assets").

Procurement of Specified Aircraft and Rights to Travel

The procurement of Specified Aircraft, and non-delivery of any such Specified Aircraft (as

applicable), and satisfaction of the relevant obligations of the parties in respect thereof, is

provided for in the Procurement Agreement, Owner Declaration of Trust, All Parties Agreement,

Secured Proceeds Account Agreement, the Purchase of Services Agreement and the ATKM

Purchase Undertaking.

Pursuant to the terms of the Owner Declaration of Trust, the Owner Trustee shall be entitled to

use the Rights to Travel as payment in kind in satisfaction of a portion of the Aircraft

Consideration payable by the Owner Trustee (which is equal to the relevant portion of the

ATKM On-Demand Amount) for the purchase of each of the relevant Specified Aircraft on the

relevant Delivery Date pursuant to the terms of the Procurement Agreement.

Pursuant to the terms of the Procurement Agreement, on the relevant Delivery Date of a

Specified Aircraft, the Owner Trustee shall: (i) in satisfaction of a portion of the relevant Aircraft

Consideration payable (which is equal to the relevant portion of the ATKM On-Demand

Amount), transfer to Emirates the relevant portion of the Rights to Travel attributable to the

relevant Specified Aircraft; and (ii) in satisfaction of the remaining portion of the relevant

Aircraft Consideration payable to Emirates, in accordance with the terms of the Secured Proceeds

Account Agreement cause to be deducted from the Issuance Proceeds Balance in the Secured

Proceeds Account an amount equal to such remaining portion of the relevant Aircraft

Consideration and pay such amount directly to the Manufacturer (in satisfaction of Emirates'

obligation to pay the equivalent amount to the Manufacturer in respect of the relevant Specified

Aircraft).

In order to satisfy the Trustee's payment obligations to Emirates under the Purchase of Services

Agreement, pursuant to the terms of the Owner Declaration of Trust, on the relevant Delivery

Date of a Specified Aircraft the Owner Trustee (on behalf of the Trustee as sole beneficiary of

the Owner Trust) shall cause to be deducted from the Issuance Proceeds Balance in the Secured

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Proceeds Account in accordance with the terms of the Secured Proceeds Account Agreement an

amount equal to the relevant portion of the ATKM On-Demand Amount payable by the Trustee

to Emirates on such date (which shall be an amount equal to the relevant portion of the relevant

Aircraft Consideration) and to make payment of such amount to the Manufacturer (in satisfaction

of Emirates' obligation to pay the equivalent amount to the Manufacturer in respect of the

relevant Specified Aircraft).

As a result of the above, and following satisfaction of Emirates' obligation to pay the EK

Delivery Advance Rental Amount under the relevant EK Forward Lease Agreement and the

Lessor's obligation to pay the Owner Delivery Advance Rental Amount under the relevant Owner

Forward Lease Agreement, on the Delivery Date of a Specified Aircraft, it is expected that the

Manufacturer shall receive the full cash amount of the Aircraft Price payable to it in respect of

Delivery of the relevant Specified Aircraft (including the relevant financing portion of the

purchase price of the relevant Specified Aircraft).

Rights to Travel and Non-Delivery of Specified Aircraft or a Dissolution Event during the

Delivery Period

Pursuant to the ATKM Purchase Undertaking, the ECA Security Trustee may, exercise its rights

requiring Emirates:

(a) upon the exercise of the ATKM Purchase Undertaking upon a Dissolution Event during

the Delivery Period, to purchase all of the Trustee's rights, title, interests, benefits and

entitlements present and future, in, to and under the outstanding Rights to Travel on the

ATKM Redemption Date specified in the ATKM Exercise Notice;

(b) upon the exercise of the ATKM Purchase Undertaking upon a Non-Delivery Event, to

purchase all of the Trustee's rights, title, interests, benefits and entitlements present and

future, in, to and under the Rights to Travel measured in the relevant portion of ATKMs

outstanding which correspond to the relevant Specified Aircraft not delivered on the

Delivery Period End Date,

in each case at the relevant ATKM Exercise Price.

Pursuant to the terms of the Owner Declaration of Trust, upon the exercise of the ATKM

Purchase Undertaking in accordance with Condition ‎13.2 (Capital Distributions of the Issuer

Trust – Mandatory Partial Dissolution following a Non-Delivery Event) or Condition ‎13.4

(Capital Distributions of the Issuer Trust – Dissolution in Whole following a Dissolution Event)

(as applicable), the Owner Trustee shall make available to the Trustee on the relevant ATKM

Redemption Date all or the relevant portion of Rights to Travel in order for the Trustee to

transfer to Emirates such Rights to Travel.

Pursuant to the terms of the All Parties Agreement, each of the Trustee, Emirates, the Owner

Trustee, the Lessor and the ECA Facility Agent agree and acknowledge in respect of the relevant

ATKM Redemption Date the following:

(a) the component of the ATKM Exercise Price set out in paragraph (a) of the ATKM

Exercise Price definition payable by Emirates to the Trustee under the ATKM Purchase

Undertaking shall be (A) set-off against the relevant portion of the outstanding ATKM

On-Demand Amount payable by the Trustee to Emirates under the Purchase of Services

Agreement on such ATKM Redemption Date; and (B) settled by Emirates directing the

ECA Facility Agent (on behalf of ECGD) to pay to the Transaction Account the relevant

portion of the outstanding amount due from ECGD to Emirates under the

Reimbursement Agreement on such ATKM Redemption Date; and

(b) the component of the ATKM Exercise Price set out in paragraph (b) (which is the profit

amount payable) of the ATKM Exercise Price definition payable by Emirates to the

Trustee under the ATKM Purchase Undertaking shall be set-off against the obligation of

the Owner Trustee to pay an amount equal to the Owner Advance Rental Amount

directly to the Lessor under the Owner Forward Lease Agreement (which shall also

satisfy the Lessor's obligation to pay the equivalent amount to Emirates under the

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relevant EK Forward Lease Agreement) on the relevant Termination Date or Non-

Delivery Event (as applicable).

The terms of the ECGD Guarantee are described in Condition ‎14 (ECGD Guarantee).

5.3 Application of Proceeds from the Issuer Trust Assets

On each Periodic Distribution Date, each Partial Dissolution Date, any Total Loss Dissolution

Date and any Dissolution Date prior to the occurrence of a Certificates Trigger Event, the monies

standing to the credit of the Transaction Account shall be applied by the Principal Paying Agent

in the following order of priority:

(a) first, only if such payment is due on a Periodic Distribution Date, to the Principal Paying

Agent for application in or towards payment pari passu and rateably of all Periodic

Distribution Amounts which are due but unpaid;

(b) second, only if such payment is made on a Partial Dissolution Date, to the Principal

Paying Agent for application in or towards payment of the relevant Partial Dissolution

Amount or Delivery Period Partial Dissolution Amount (as applicable);

(c) third, only if such payment is made on a Total Loss Dissolution Date, to the Principal

Paying Agent for application in or towards payment of the relevant Total Loss

Dissolution Amount (as applicable);

(d) fourth, only if such payment is made on the Dissolution Date, to the Principal Paying

Agent for application in or towards payment pari passu and rateably of the Dissolution

Distribution Amount; and

(e) fifth, only if such payment is made on a Dissolution Date and no amounts are

outstanding under the Certificates, and the ECA Security Trustee has confirmed that no

amounts are owing to ECGD, to Emirates.

Following a Certificates Trigger Event, amounts standing to the credit of the Transaction

Account shall be applied at the direction of the ECA Facility Agent other than such amounts

which relate to payments from the Guarantor under the ECGD Guarantee.

6. COVENANTS

For so long as any Certificate is outstanding, the Trustee shall not:

(a) save as permitted by the Issuer Trust Transaction Documents or in connection with a

Separate Issuance, issue any trust certificates or incur any indebtedness in respect of

borrowed money whatsoever (including in accordance with the principles of Shari'a), or

give any guarantee or indemnity in respect of any obligation of any person or issue any

shares (or rights, warrants or options in respect of shares or securities convertible into or

exchangeable for shares);

(b) save as pursuant to or as permitted by the Issuer Trust Transaction Documents or in

connection with a Separate Issuance, secure any of its (or any other person's) present or

future indebtedness by any lien, pledge, charge or other security interest upon any of its

present or future assets, properties or revenues (other than those arising by operation of

law);

(c) save as pursuant to or as permitted by the Issuer Trust Transaction Documents or in

connection with a Separate Issuance, sell, lease, transfer, assign, participate, exchange or

otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (by

security interest, lien (statutory or otherwise), preference, priority or other security

agreement or preferential arrangement of any kind or nature whatsoever or otherwise)

(or permit such to occur or suffer such to exist), any part of its interest in any of the

Issuer Trust Assets;

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(d) use the proceeds of the issue of the Certificates for any purpose other than as stated in

the Issuer Trust Transaction Documents, the Trustee Security Documents and the other

Transaction Documents to which the Trustee is a party;

(e) save as permitted by the Issuer Trust Transaction Documents, the Trustee Security

Documents and the other Transaction Documents to which the Trustee is a party, or in

connection with a Separate Issuance, amend or agree to any amendment of any Issuer

Trust Transaction Document, any Trustee Security Document or any other Transaction

Document to which the Trustee is a party, or amend or agree to any amendment of its

memorandum and articles of association;

(f) save as permitted by the Issuer Trust Transaction Documents or in connection with a

Separate Issuance, open and maintain any account other than the Transaction Account;

(g) act as trustee in respect of any trust (other than pursuant to the Issuer Declaration of

Trust or in connection with a Separate Issuance);

(h) have any subsidiaries or employees;

(i) redeem or purchase any of its shares or pay any dividend or make any other distribution

to its shareholders;

(j) prior to the date which is one year and one day after the date on which all amounts

owing by the Trustee under the Issuer Trust Transaction Documents to which it is a party

have been paid in full, put to its directors or shareholders any resolution for, or appoint

any liquidator for, its winding-up or any resolution for the commencement of any other

bankruptcy or insolvency proceeding with respect to it; or

(k) enter into any contract, transaction, amendment or obligation or incur any liability or

purchase any asset other than (or other than pursuant to) the Issuer Trust Transaction

Documents, the Trustee Security Documents and the other Transaction Documents to

which the Trustee is a party or any permitted amendment or supplement thereto or as

expressly permitted or required thereunder or engage in any business or activity other

than as provided for or permitted in the Issuer Trust Transaction Documents, the Trustee

Security Documents and the other Transaction Documents to which the Trustee is a

party, or in connection with a Separate Issuance;

(i) the ownership, management and disposal of the Issuer Trust Assets as provided

in the Issuer Trust Transaction Documents, the Trustee Security Documents and

the other Transaction Documents to which the Trustee is a party; and

(ii) such other matters which are incidental thereto.

7. PERIODIC PROFIT DISTRIBUTIONS

7.1 Periodic Profit Distribution Amounts

Subject to Condition ‎5.3 (The Issuer Trust – Application of Proceeds from the Issuer Trust

Assets) and Condition ‎8 (Payments), the Principal Paying Agent shall distribute to holders of the

Certificates, pro rata to their respective holdings, out of amounts transferred into the Transaction

Account, a distribution in relation to the Certificates on each Periodic Distribution Date equal to

the Periodic Profit Distribution Amount in accordance with Schedule 2 (Periodic Profit

Distribution Schedule), subject to, and without double counting or duplication in respect of any

amounts payable under Condition ‎14.2(c)(iii)(B) (ECGD Guarantee – Guaranteed Amounts on

Total Loss)).

7.2 Calculation of Periodic Profit Distribution Amounts payable other than on a Periodic

Distribution Date

If a Periodic Profit Distribution Amount is required to be calculated in respect of a period of

greater than or less than a full Return Accumulation Period (the "Relevant Period"), it shall be

calculated as an amount equal to the product of: (a) the Profit Rate; (b) (i) the principal amount of

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the relevant Certificates outstanding; and (c) the number of days in such Relevant Period

calculated on the basis of a year of twelve 30-day months divided by 360 (with the result being

rounded to the nearest U.S.$0.01, U.S.$0.005 being rounded upwards). The period from and

including the Closing Date to but excluding the first Periodic Distribution Date and each

successive period from and including a Periodic Distribution Date to but excluding the next

succeeding Periodic Distribution Date is called a "Return Accumulation Period".

7.3 Cessation of Accrual

Profit shall cease to accumulate in respect of each Certificate on the due date for redemption.

8. PAYMENTS

8.1 Payments in respect of the Certificates

Subject to Condition ‎8.2 (Payments – Payments subject to Applicable Laws), payment of any

Dissolution Distribution Amount, any Delivery Period Partial Dissolution Amount, any Partial

Dissolution Amount, any Aggregate Total Loss Dissolution Amount, any Trust Property

Distribution Amount and any Periodic Distribution Amount will be made in U.S. dollars by

transfer to the registered account of each Certificateholder or by U.S. dollar cheque drawn on a

bank that processes payments in U.S. dollars mailed to the registered address of the

Certificateholder if it does not have a registered account. Payments of any Dissolution

Distribution Amount, any Delivery Period Partial Dissolution Amount, any Partial Dissolution

Amount, any Aggregate Total Loss Dissolution Amount, any Trust Property Distribution

Amount and any Periodic Principal Distribution Amount will only be made against surrender of

the relevant Certificate at the specified office of any of the Paying Agents. The Dissolution

Distribution Amount, any Delivery Period Partial Dissolution Amount, any Partial Dissolution

Amount, any Aggregate Total Loss Dissolution Amount, any Trust Property Distribution

Amount and each Periodic Distribution Amount will be paid to the holder shown on the Register

at the close of business on the relevant Record Date.

8.2 Payments subject to Applicable Laws

Payments in respect of Certificates are subject in all cases to any fiscal or other laws and

regulations applicable in the place of payment, but without prejudice to the provisions of

Condition ‎10 (Taxation).

8.3 Payment only on a Payment Banking Day

Where payment is to be made by transfer to a registered account, payment instructions (for value

on the due date or, if that is not a Payment Banking Day, for value on the first following day

which is a Payment Banking Day) will be initiated and, where payment is to be made by cheque,

the cheque will be mailed on the due date for payment or, in the case of a payment of any

Dissolution Distribution Amount, any Delivery Period Partial Dissolution Amount, any Partial

Dissolution Amount, any Aggregate Total Loss Dissolution Amount, any Trust Property

Distribution Amount or any Periodic Principal Distribution Amount, if later, on the Payment

Banking Day on which the relevant Definitive Certificate is surrendered at the specified office of

a Paying Agent for value as soon as practicable thereafter.

Certificateholders will not be entitled to any additional payment for any delay after the due date

in receiving the amount due resulting from: (A) the due date not being a Payment Banking Day;

(B) the relevant Certificateholder being late in surrendering its Definitive Certificate (if required

to do so); (C) a cheque mailed in accordance with this Condition ‎8 arriving after the due date for

payment; or (D) any delay between payments made to, or to the order of the Trustee, under the

ECGD Guarantee and receipt by Certificateholders of the relevant amounts.

If the amount of any Dissolution Distribution Amount, any Delivery Period Partial Dissolution

Amount, any Partial Dissolution Amount, any Aggregate Total Loss Dissolution Amount, Trust

Property Distribution Amount or any Periodic Distribution Amount is not paid in full when due,

the Registrar will annotate the Register with a record of the amount in fact paid.

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Any payment made by the Guarantor shall be made in accordance with the terms of the ECGD

Guarantee.

8.4 Satisfaction of payments

Under the ECGD Guarantee, payments by the Guarantor in respect of the ECGD Guarantee are

to be made to the Transaction Account (or such other non-interest bearing account specified by

or on behalf of the Trustee) in accordance with the ECGD Guarantee, and any such payments

made to the Transaction Account (or such other non-interest bearing account specified by or on

behalf of the Trustee) in the manner prescribed under the ECGD Guarantee shall satisfy, to the

extent of such payment, the relevant undertaking by the Guarantor to make such payment under

the ECGD Guarantee.

9. AGENTS

9.1 Agents of Trustee

In acting under the Paying Agency Agreement and in connection with the Certificates, the

Agents act solely as agents of the Trustee and (only to the extent provided therein) the Delegate

and do not assume any obligations towards or relationship of agency or trust for or with any of

the Certificateholders or any other party to the Issuer Trust Transaction Documents. The Paying

Agency Agreement contains provisions permitting any entity into which any Agent is merged or

converted or with which it is consolidated or to which it transfers all or substantially all of its

assets to become the successor agent.

9.2 Specified Offices

The names of the initial Agents and their initial specified offices are set out in the Paying Agency

Agreement. The Trustee reserves the right at any time, subject to the written approval of the

Guarantor and subject to the provisions of the Paying Agency Agreement, to vary or terminate

the appointment of any Agent and to appoint additional or other Agents provided, however, that:

(a) there will at all times be a Principal Paying Agent;

(b) there will at all times be a Registrar;

(c) there will at all times be a Calculation Agent; and

(d) there will at all times be a Paying Agent in a Member State of the European Union that

will not be obliged to withhold or deduct tax pursuant to European Council Directive

2003/48/EC or any law implementing or complying with, or introduced to conform to,

such Directive.

Notice of any termination or appointment and of any changes in specified offices will be given to

the Certificateholders promptly by the Trustee in accordance with Condition ‎17 (Notices).

10. TAXATION

10.1 Subject to Condition ‎10.2, all payments in respect of the Certificates shall be made free and clear

of and without withholding or deduction for, or on account of, any present or future Taxes, unless

the withholding or deduction of the Taxes is required by law. In respect of any withholding or

deduction for, or on account of, any present or future Taxes which is required by the law of the a

Relevant Jurisdiction, the Trustee will pay additional amounts so that the full amount which

otherwise would have been due and payable under the Certificates is received by the parties

entitled thereto, except that no such additional amount shall be payable in relation to any

payment in respect of any Certificate:

(a) the holder of which is liable for such Taxes in respect of such Certificate by reason of

having some connection with a Relevant Jurisdiction other than the mere holding of such

Certificate; or

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(b) presented and surrendered for payment (where presentation and surrender is required)

more than 30 days after the Relevant Date (as defined below) except to the extent that a

holder would have been entitled to additional amounts on presenting and surrendering

the same for payment on such thirtieth day assuming that day to have been a Payment

Banking Day; or

(c) where such withholding or deduction is imposed on a payment to an individual and is

required to be made pursuant to European Council Directive 2003/48/EC on the taxation

of savings income or any law implementing or complying with, or introduced in order to

conform to, such Directive; or

(d) presented and surrendered for payment (where presentation and surrender is required) by

or on behalf of a Certificateholder who would be able to avoid such withholding or

deduction by presenting and surrendering the relevant Certificate to another Paying

Agent in a different Member State of the European Union.

Emirates has covenanted in the Issuer Declaration of Trust that in the event that the Trustee fails

to comply with any obligation to pay additional amounts pursuant to this Condition ‎10, it will

unconditionally and irrevocably (irrespective of the payment of any fee), as a continuing

obligation, pay to the Trustee (for the benefit of the Certificateholders) an amount equal to the

liability of the Trustee in respect of any and all additional amounts required to be paid by it in

respect of the Certificates pursuant to this Condition ‎10.

The Owner Declaration of Trust provides that payments and transfers thereunder by the Owner

Trustee shall be made free and clear of and without withholding or deduction for, or on account

of, any present or future Taxes, unless the withholding or deduction of the Taxes is required by

law and, in such case, provides for the payment or transfer, as the case may be, by the Owner

Trustee, of additional amounts so that the full amount which would otherwise have been due and

payable or transferable, as the case may be, is received by the Trustee. Emirates has covenanted

in the Owner Declaration of Trust, as a continuing obligation, to pay to the Owner Trustee an

amount equal to the liability of the Owner Trustee of any and all additional amounts required to

be paid in such circumstances.

Additional amounts payable by the Trustee pursuant to this Condition ‎10 are irrevocably and

unconditionally guaranteed by ECGD under the ECGD Guarantee.

If ECGD is required by any law or regulation of the United Kingdom to make any deduction or

withholding from any sum payable by ECGD under the ECGD Guarantee, in very limited

circumstances ECGD is required to increase the amount payable under the ECGD Guarantee so

that the amount received by the Trustee shall be the amount which would otherwise have been

received had such deduction or withholding tax not applied.

10.2 Notwithstanding any other provision in these Conditions, the Trustee shall be permitted to

withhold or deduct any amounts required by the rules of U.S. Internal Revenue Code Sections

1471 through 1474 (or any amended or successor provisions), any current or future regulations or

agreements thereunder, any official interpretations thereof or any law implementing an

intergovernmental approach thereto ("FATCA Withholding"). Neither the Trustee nor any

Paying Agent will have any obligation to pay additional amounts or otherwise indemnify a holder

or any other person for any FATCA Withholding deducted or withheld by the Trustee, any

Paying Agent or any other party as a result of any person not being entitled to receive payments

free of FATCA Withholding.

11. PRESCRIPTION

The right to receive distributions in respect of the Certificates will be forfeited unless claimed

within a period of 10 years (in the case of any Dissolution Distribution Amount, any Delivery

Period Partial Dissolution Amount, any Partial Dissolution Amount, any Trust Property

Distribution Amount, any Periodic Principal Distribution Amounts or any Aggregate Total Loss

Dissolution Amount) and a period of five years (in the case of Periodic Profit Distribution

Amounts) from the Relevant Date in respect thereof.

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12. PURCHASE AND CANCELLATION OF CERTIFICATES

12.1 Cancellation of Excluded Certificates

Following service of a Non-Payment Notice, the right to receive any payments in respect of any

Excluded Certificates shall be deemed to be void and Emirates and the Trustee shall be required

to cancel, or procure the cancellation of, such Excluded Certificates in full without making any

further payment in their favour and such Excluded Certificates may not be reissued or sold.

The then current outstanding principal amount of the Certificates as set out in the column

"Outstanding principal balance" in Schedule 1 (Periodic Principal Distribution Schedule) to

these Conditions shall be reduced by the then current outstanding principal amount of the

Excluded Certificates, and the amounts in the other columns in Schedule 1 (Periodic Principal

Distribution Schedule) and Schedule 2 (Periodic Profit Distribution Schedule) to these

Conditions shall be reduced by a corresponding proportion for each remaining Periodic

Distribution Date, and such reductions shall be calculated by the Calculation Agent.

Each of Emirates and the Trustee has covenanted in the Issuer Declaration of Trust to take all

such necessary action to cancel, or procure the cancellation of, the Excluded Certificates (and

any interest therein held through any clearing system) as soon as reasonably practicable

following the service of a Non-Payment Notice and to take all such actions as may be required by

the Trustee, the Principal Paying Agent, the Registrar or the relevant clearing system (as the

case may be) to effect the cancellation of such Excluded Certificates (and any interest therein

held through any clearing system) including, without limitation, providing any notices to the

Certificateholders (in accordance with Condition ‎17 (Notices)) or to the clearing systems (as the

case may be) to effect the cancellation of the Excluded Certificates (and any interest therein held

through any clearing system).

The Trustee shall forthwith notify the Certificateholders (in accordance with Condition ‎17

(Notices)), the Principal Paying Agent and the Registrar when such cancellation of the Excluded

Certificates (and any interest therein held through any clearing system) has taken place.

12.2 Exchange for Definitive Certificates if Excluded Certificates are not cancelled

Emirates has covenanted to the Trustee to take all such necessary action to cancel the Excluded

Certificates (and any interest therein held through any clearing system) as soon as reasonably

practicable following the service of a Non-Payment Notice (which has not been revoked) under

the ECGD Guarantee and to take all such actions as may be required by the Trustee, the Principal

Paying Agent, the Registrar or the relevant clearing system (as the case may be) to effect the

cancellation of such Excluded Certificates (and any interest therein held through any clearing

system) including, without limitation, providing any notices to the Certificateholders (in

accordance with Condition ‎17 (Notices)) or to the clearing systems (as the case may be) to effect

the cancellation of the Excluded Certificates (and any interest therein held through any clearing

system).

The Trustee shall forthwith notify the Certificateholders (in accordance with Condition ‎17

(Notices)), the Delegate, the Principal Paying Agent and the Registrar when such cancellation of

the Excluded Certificates (and any interest therein held through any clearing system) has taken

place. If the Guarantor can demonstrate any holding of Excluded Certificates or if the Trustee

has actual knowledge or express notice of any holding of Excluded Certificates and the Trustee

has not received notice of the cancellation of the same within 30 days of the Guarantor's receipt

of the relevant Non-Payment Notice under the ECGD Guarantee, the Trustee shall notify the

Certificateholders in accordance with Condition ‎17 (Notices) that Excluded Certificates (and any

interest therein held through any clearing system) are still held by the Excluded Group and the

Trustee shall require that the Global Certificates are exchanged for Definitive Certificates in

accordance with the Issuer Declaration of Trust, the Global Certificates and the Paying Agency

Agreement, provided that no Definitive Certificate shall be issued in exchange for any interest in

Excluded Certificates represented by a Global Certificate and, following the exchange of each

Global Certificate (other than that part of it representing Excluded Certificates) for Definitive

Certificates, each Global Certificate shall be cancelled, notwithstanding that it represents

Excluded Certificates, without any payment in respect thereof.

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If the Trustee has required the exchange of the Global Certificates for Definitive Certificates, all

payments in respect of the Certificates, or pursuant to the ECGD Guarantee, shall be made only

in respect of Definitive Certificates and not in respect of any Global Certificate. Subject to

receipt by the Trustee of any "know your customer" documentation or information from such

holder as the Trustee may require in order to comply with applicable law and its policies, each

holder of a Definitive Certificate shall receive amounts due in respect of its Definitive Certificate

on the later of the Banking Day following the date of exchange of the Global Certificates for

such Definitive Certificate and the Banking Day following the date on which amounts payable

under the ECGD Guarantee are received by or on behalf of the Trustee under the ECGD

Guarantee. No amounts shall accrue in respect of the Certificates from the date on which

amounts are received by or on behalf of the Trustee under the ECGD Guarantee to the date on

which a Certificateholder receives such amounts.

12.3 Dissolution of the Trust upon cancellation of all outstanding Certificates

In the event that Emirates and/or any of its Subsidiaries purchase all of the outstanding

Certificates and all such Certificates are subsequently cancelled by the Trustee, the Issuer Trust

will be dissolved and the Certificates shall cease to represent an undivided ownership interest in

the Issuer Trust Assets and no further amounts shall be payable in respect thereof and the Trustee

shall have no further obligations in respect thereof.

13. CAPITAL DISTRIBUTIONS OF THE ISSUER TRUST

13.1 Scheduled Dissolution

Unless the Certificates are previously redeemed, or purchased and cancelled, in full, and subject

to, without double-counting or duplication in respect of any amounts payable pursuant to,

Condition ‎14.2 (ECGD Guarantee – Guaranteed Amounts on Total Loss), the Trustee will

partially redeem the Certificates on each Periodic Distribution Date at the relevant Periodic

Principal Distribution Amount in accordance with Schedule 1 (Periodic Principal Distribution

Schedule) to these Conditions. The outstanding principal amount of the Certificates shall be

reduced by the relevant Periodic Principal Distribution Amount for all purposes with effect from

the related Periodic Distribution Date (the so reduced principal amount being as set out in the

column "Outstanding principal balance" in Schedule 1 (Periodic Principal Distribution

Schedule)), unless payment of the Periodic Principal Distribution Amount is improperly withheld

or refused, in which case such amount shall remain outstanding until the Relevant Date relating

to such Periodic Principal Distribution Amount.

The Certificates will be finally redeemed on the Scheduled Dissolution Date upon payment of the

aggregate of the final Periodic Principal Distribution Amounts and the final Periodic Profit

Distribution Amounts. Upon payment in full of such amounts to the Certificateholders, the Issuer

Trust shall be dissolved, the Certificates shall cease to represent undivided ownership interests in

the Issuer Trust Assets and no further amounts shall be payable in respect thereof and the Trustee

shall have no further obligations in respect thereof.

13.2 Mandatory Partial Dissolution following a Non-Delivery Event

Upon determining that a Non-Delivery Event in relation to one or more Specified Aircraft shall

occur on the Delivery Period End Date, the ECA Security Trustee may exercise the ATKM

Purchase Undertaking requiring Emirates to purchase all of the Trustee's rights, title, interests,

benefits and entitlements in, to and under the relevant portion of the Rights to Travel, which shall

be equal to the relevant portion of Rights to Travel outstanding which are attributable to the

Specified Aircraft not delivered.

Upon notice from the ECA Facility Agent to the Trustee (with a copy to the Principal Paying

Agent and the Delegate) that the ATKM Purchase Undertaking has been exercised in respect of a

Non-Delivery Event in accordance with this Condition ‎13.2 and that the Certificates are

redeemable in part at the Delivery Period Partial Dissolution Amount specified in such notice on

the Delivery Period End Date (which shall be the relevant Partial Dissolution Date for the

purposes of this Condition ‎13.2), the Trustee shall in accordance with Condition ‎17 (Notices)

give not less than two Banking Days notice to the Certificateholders thereof and that the

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Certificates shall be redeemable in part at the Delivery Period Partial Dissolution Amount on the

Delivery Period End Date, and upon such notice the Certificates shall be redeemable in part at

the Delivery Period Partial Dissolution Amount on the Delivery Period End Date, and the

Delivery Period Partial Dissolution Amount shall be due and payable on the Delivery Period End

Date.

Upon payment in full of such amounts to the Certificateholders, the then current outstanding

principal amount of the Certificates as set out in the column "Outstanding principal balance" in

Schedule 1 (Periodic Principal Distribution Schedule) to these Conditions shall be reduced by

the Relevant Proportion for all purposes with effect from the Relevant Date; the amounts in the

other columns in Schedule 1 (Periodic Principal Distribution Schedule) and Schedule 2

(Periodic Profit Distribution Schedule) to these Conditions relating to the Specified Aircraft in

respect of which a redemption occurred in accordance with this Condition ‎13.2, shall be reduced

to zero.

13.3 Partial Dissolution following a Dissolution Event

Following the occurrence of a Dissolution Event (other than an Illegality Event), without

prejudice to Condition ‎13.4 (Capital Distributions of the Issuer Trust – Dissolution in Whole

following a Dissolution Event), the ECA Security Trustee may exercise (and shall exercise where

required under the terms of the Reimbursement Agreement) one or more (but not all) of the

Aircraft Purchase Undertakings requiring the Lessor to purchase each of the relevant Leased

Aircraft in consideration for the payment to the Owner Trustee of the aggregate Partial

Dissolution Aircraft Exercise Price under the terms of each Aircraft Purchase Undertaking so

exercised. Following such exercise of one or more (but not all) of the Aircraft Purchase

Undertakings, the ECA Security Trustee shall give notice thereof to the Trustee (with a copy to

the Principal Paying Agent and the Delegate) and the ECA Security Trustee shall also notify the

Trustee whether or not it requires the Trustee subsequently to redeem the Certificates in part as a

consequence thereof. If the ECA Security Trustee notifies the Trustee that the Certificates will

not need to be redeemed, the ECA Security Trustee shall also confirm to the Trustee that the

Dissolution Event Tangibility Requirement has been satisfied.


Agent and the Delegate) that the relevant Aircraft Purchase Undertaking(s) have been exercised

and that the Certificates shall be redeemed in part by the Trustee on the relevant Partial

Dissolution Date specified in the Aircraft Purchase Undertaking Exercise Notice at the relevant

Partial Dissolution Amount, the Trustee shall in accordance with Condition ‎17 (Notices) give not

less than five and no more than ten Banking Days notice to the Certificateholders thereof and that

the Certificates shall be redeemable in part at the relevant Partial Dissolution Amount on the

relevant Partial Dissolution Date, whereupon the Certificates shall, subject to Condition ‎13.11

(Capital Distributions of the Issuer Trust - Revocable Notice), become redeemable in part at the

relevant Partial Dissolution Amount on the relevant Partial Dissolution Date, and the Partial

Dissolution Amount shall be due and payable on the relevant Partial Dissolution Date.

Upon payment in full of such amounts to the Certificateholders, the outstanding principal amount

of the Certificates shall be reduced rateably by:

(a) in the case of a redemption in part pursuant to this Condition ‎13.3 where the Partial

Dissolution Amount payable under the Certificates is calculated in accordance with

paragraph (a) of the definition of "Partial Dissolution Amount", the Relevant Sale

Proportion of the principal amount of Certificates outstanding for all purposes with

effect from the Relevant Date, and the amounts in the other columns in Schedule 1

(Periodic Principal Distribution Schedule) and Schedule 2 (Periodic Profit Distribution

Schedule) to these Conditions relating to the Leased Aircraft in respect of which a partial

redemption occurred in accordance with this Condition ‎13.3 shall be reduced by a

corresponding proportion for each remaining Periodic Distribution Date, and such

reductions shall be calculated by the Calculation Agent; or

(b) in the case of a redemption in part pursuant to this Condition ‎13.3 where the Partial

Dissolution Amount payable under the Certificates is calculated in accordance with

paragraph (b) of the definition of "Partial Dissolution Amount", the Relevant Proportion

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of the principal amount of Certificates outstanding for all purposes with effect from the

Relevant Date, and the amounts in the other columns in Schedule 1 (Periodic Principal


Conditions relating to the Leased Aircraft in respect of which a partial redemption

occurred in accordance with this Condition ‎13.3 shall be reduced to zero.

13.4 Dissolution in Whole following a Dissolution Event

Upon the occurrence of a Dissolution Event:

(a) on or before the Delivery Period End Date, the ECA Security Trustee may (and shall

exercise where required under the terms of the Reimbursement Agreement):

(i) exercise the ATKM Purchase Undertaking requiring Emirates to purchase all of

the Trustee's rights, title, interests, benefits and entitlements in, to and under the

Rights to Travel at the ATKM Exercise Price; and

(ii) exercise each of the outstanding Aircraft Purchase Undertakings in respect of

Leased Aircraft which have been delivered requiring the Lessor to purchase

each of the relevant Leased Aircraft in consideration for the payment to the

Owner Trustee of the aggregate of the Aircraft Exercise Prices (calculated in

accordance with paragraph (a) of such definition) under the terms of each

Aircraft Purchase Undertaking so exercised,

giving notice thereof to the Trustee (with a copy to the Principal Paying Agent and the

Delegate); and

(b) after the Delivery Period End Date, the ECA Security Trustee may (and shall exercise

where required under the terms of the Reimbursement Agreement) exercise each of the

outstanding Aircraft Purchase Undertakings requiring the Lessor to purchase each of the

relevant Leased Aircraft in consideration for the payment to the Owner Trustee of the

aggregate of the Aircraft Exercise Prices (calculated in accordance with paragraph (a) of

such definition) under the terms of each Aircraft Purchase Undertaking so exercised.

Following such exercise of each of the outstanding Aircraft Purchase Undertakings, the

ECA Security Trustee shall give notice thereof to the Trustee (with a copy to the

Principal Paying Agent and the Delegate) and the ECA Security Trustee shall also notify

the Trustee whether or not it requires the Trustee subsequently to redeem the Certificates

in whole as a consequence thereof. If the ECA Security Trustee notifies the Trustee that

the Certificates will not need to be redeemed, the ECA Security Trustee shall also

confirm to the Trustee that the Dissolution Event Tangibility Requirement has been

satisfied.


Agent and the Delegate) that each of the outstanding Aircraft Purchase Undertakings have, or the

ATKM Purchase Undertaking has, as applicable, been exercised and that the Certificates shall be

redeemed in whole, but not in part, by the Trustee on the Guarantor Dissolution Date specified in

the Aircraft Purchase Undertaking Exercise Notices, and/or the ATKM Exercise Notice, as

applicable, at the relevant Dissolution Distribution Amount, the Trustee shall in accordance with

Condition ‎17 (Notices) give not less than five and no more than ten Banking Days notice to the

Certificateholders thereof and that the Certificates shall be redeemable in whole, but not in part,

at the relevant Dissolution Distribution Amount on the Guarantor Dissolution Date, whereupon

the Certificates shall, subject to Condition ‎13.11 (Capital Distributions of the Issuer Trust -

Revocable Notice), become redeemable in whole, but not in part, on at the Dissolution

Distribution Amount on the Guarantor Dissolution Date, and the Dissolution Distribution

Amount shall be due and payable on the Guarantor Dissolution Date.

Upon expiry of any such notice given in accordance with this Condition ‎13.4 and payment of the

Dissolution Distribution Amount to the Certificateholders, the Trustee shall, subject to payment

in full of such amounts to the Certificateholders, be bound to dissolve the Issuer Trust. Upon

payment in full of such amounts to the Certificateholders, the Issuer Trust shall be dissolved, the

Certificates shall cease to represent undivided ownership interests in the Issuer Trust Assets and

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no further amounts shall be payable in respect thereof and the Trustee shall have no further

obligations in respect thereof.

13.5 Dissolution in Whole or Part by Emirates

Emirates may at any time from but excluding the Delivery Period End Date, but prior to the

occurrence of a Dissolution Event or a Potential Dissolution Event, exercise its rights under

clause 2.1 of any or all of the outstanding Aircraft Sale Undertakings requiring the Owner

Trustee to transfer the relevant Leased Aircraft to it in consideration for the payment to the

Owner Trustee of the aggregate of the Aircraft Sale Undertaking Exercise Prices under the terms

of each Aircraft Sale Undertaking so exercised.

(a) Upon exercise by Emirates of one or more (but not all) outstanding Aircraft Sale

Undertakings and notification by Emirates to the Trustee (with a copy to the Principal

Paying Agent, the Delegate and the ECA Facility Agent) of its intention to pay the

aggregate of the Aircraft Sale Undertaking Exercise Prices under the terms of each

Aircraft Sale Undertaking so exercised on the Banking Day prior to the relevant Partial

Dissolution Date specified in the relevant Aircraft Sale Undertaking Exercise Notice(s)

and, as a consequence, the proposed redemption in part by the Trustee of the Certificates

on the Partial Dissolution Date at the Partial Dissolution Amount, the Trustee shall in

accordance with Condition ‎17 (Notices) give not less than two Banking Days' notice to

the Certificateholders thereof and that the Certificates are proposed to be redeemed in

part at the relevant Partial Dissolution Amount on the relevant Partial Dissolution Date.

Provided that payment of the aggregate of the Aircraft Sale Undertaking Exercise Prices

under the terms of each Aircraft Sale Undertaking so exercised is made by Emirates to

the Transaction Account on the Banking Day prior to the relevant Partial Dissolution

Date, the Certificates shall become redeemable in part at the Partial Dissolution Amount

on the relevant Partial Dissolution Date, and the Partial Dissolution Amount shall be due

and payable on the relevant Partial Dissolution Date.

Upon payment in full of such amounts to the Certificateholders, the outstanding

principal amount of the Certificates shall be reduced by the Relevant Proportion for all

purposes with effect from the Relevant Date, and the amounts in the other columns in

Schedule 1 (Periodic Principal Distribution Schedule) and Schedule 2 (Periodic Profit

Distribution Schedule) to these Conditions relating to the Leased Aircraft in respect of

which a partial redemption occurred in accordance with this Condition ‎13.5(a) shall be

reduced to zero.

If the relevant Partial Dissolution Amount is not paid by the Trustee in full on the

relevant Partial Dissolution Date in accordance with this Condition ‎13.5(a), Periodic

Distribution Amounts shall be due under the Certificates from and including the date of

the Periodic Distribution Date immediately preceding the relevant Partial Dissolution

Date in accordance with Condition ‎7 (Periodic Profit Distributions) and the Certificates

shall continue to be redeemed in accordance with Condition ‎13.1 (Capital Distributions

of the Issuer Trust - Scheduled Dissolution).

(b) Upon exercise by Emirates of all outstanding Aircraft Sale Undertakings and notification

by Emirates to the Trustee (with a copy to the Principal Paying Agent, the Delegate and

the ECA Facility Agent) of its intention to pay the aggregate of the Aircraft Sale

Undertaking Exercise Prices under the terms of each Aircraft Sale Undertaking so

exercised on the Banking Day prior to the Emirates Dissolution Date specified in the

relevant Aircraft Sale Undertaking Exercise Notices and, as a consequence, the proposed

redemption in whole by the Trustee of the Certificates on the Emirates Dissolution Date

at the Dissolution Distribution Amount, the Trustee shall in accordance with

Condition ‎17 (Notices) give not less than two Banking Days' notice to the

Certificateholders thereof and that the Certificates are proposed to be redeemed in whole

at the Dissolution Distribution Amount on the Emirates Dissolution Date. Provided that

payment of the aggregate of the Aircraft Sale Undertaking Exercise Prices under the

terms of each Aircraft Sale Undertaking so exercised is made by Emirates to the

Transaction Account on the Banking Day prior to the Emirates Dissolution Date, the

Certificates shall become redeemable in whole at the Dissolution Distribution Amount

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on the Emirates Dissolution Date, and the Dissolution Distribution Amount shall be due

and payable on the Emirates Dissolution Date.

Upon expiry of any such notice given in accordance with this Condition ‎13.5(b) and

payment of the Dissolution Distribution Amount to the Certificateholders, the Trustee

shall, subject to payment in full of such amounts to the Certificateholders, be bound to

dissolve the Issuer Trust. Upon payment in full of such amounts to the Certificateholders,

the Issuer Trust will be dissolved, the Certificates shall cease to represent undivided

ownership interests in the Issuer Trust Assets and no further amounts shall be payable in

respect thereof and the Trustee shall have no further obligations in respect thereof.

If the Dissolution Distribution Amount is not paid by the Trustee in full on the Emirates

Dissolution Date in accordance with this Condition ‎13.5(b), Periodic Distribution

Amounts shall be due under the Certificates from and including the date of the Periodic

Distribution Date immediately preceding the relevant Emirates Dissolution Date in

accordance with Condition ‎7 (Periodic Profit Distributions) and the Certificates shall

continue to be redeemed in accordance with Condition ‎13.1 (Capital Distributions of the

Issuer Trust - Scheduled Dissolution).

13.6 Dissolution following Total Loss

Upon the occurrence of a Total Loss Date for one or more Leased Aircraft, the Trustee shall

apply the aggregate of:

(a) the proceeds of insurance payable in respect of each relevant Leased Aircraft in respect

of which a Total Loss has occurred; and

(b) the Total Loss Shortfall Amount payable in respect of each relevant Leased Aircraft in

respect of which a Total Loss has occurred,

(which are required to be paid into the Transaction Account by no later than the 30th day after

the Total Loss Date of such Leased Aircraft, the day thereafter being (the "Total Loss

Dissolution Date") in accordance with the terms of each of the relevant Owner Service Agency

Agreements) to redeem the Certificates in part in the manner set out below.

Upon notice from Emirates to the ECA Facility Agent of a Total Loss Date, or the ECA Facility

Agent otherwise determining that a Total Loss Date has occurred, the ECA Facility Agent shall

notify the Trustee (with a copy to the Principal Paying Agent and the Delegate) at least seven

Banking Days prior to the Total Loss Dissolution Date of the occurrence of a Total Loss Date in

respect of one or more Leased Aircraft and the Trustee shall in accordance with Condition ‎17

(Notices) give not less than five Banking Days notice to the Certificateholders thereof and that

the Certificates shall be redeemable in part at the relevant Aggregate Total Loss Dissolution

Amount on the Total Loss Dissolution Date, whereupon the Certificates shall become

redeemable in part at the Aggregate Total Loss Dissolution Amount on the Total Loss

Dissolution Date, and the Aggregate Total Loss Dissolution Amount shall be due and payable on

the Total Loss Dissolution Date, subject to adjustment in accordance with Condition ‎14.2 (ECGD

Guarantee – Guaranteed Amounts on Total Loss).


of the Certificates shall be reduced by the Relevant Proportion for all purposes with effect from

the related Relevant Date, and the amounts in the other columns in Schedule 1 (Periodic

Principal Distribution Schedule) and Schedule 2 (Periodic Profit Distribution Schedule) to these

Conditions relating to the Leased Aircraft in respect of which a redemption occurred in

accordance with this Condition ‎13.6, shall be reduced to zero.

13.7 Mandatory Trust Property Distribution


Agent and the Delegate) on the second Banking Day prior to the Delivery Period End Date that

the Trust Property Distribution Amount shall be an amount greater than zero on the Delivery

Period End Date, the Trustee shall in accordance with Condition ‎17 (Notices) give not less than

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two Banking Days notice to the Certificateholders thereof and that the Certificates shall be

redeemable in part at the relevant Trust Property Distribution Amount on the Delivery Period

End Date, whereupon the Certificates shall become redeemable in part at the Trust Property

Distribution Amount on the Delivery Period End Date, and the Trust Property Distribution

Amount shall be due and payable on the Delivery Period End Date.


of the Certificates shall be reduced by the Relevant Proportion for all purposes with effect from

the Relevant Date, and the amounts in the other columns in Schedule 1 (Periodic Principal


Conditions shall be reduced by a corresponding proportion for each remaining Periodic

Distribution Date, and such reductions shall be calculated by the Calculation Agent.

13.8 No Other Dissolution

The Trustee shall not be entitled to redeem the Certificates and dissolve the Issuer Trust,

otherwise than as provided in Condition ‎12 (Purchase and Cancellation of Certificates) and

Condition ‎13 (Capital Distributions of the Issuer Trust).

13.9 Cancellations

All Certificates which are redeemed, all Excluded Certificates which are to be cancelled pursuant

to Condition ‎12.1 (Purchase and Cancellation of Certificates – Cancellation of Excluded

Certificates), and all Certificates purchased by or on behalf of Emirates or any of its Subsidiaries

and delivered by Emirates to the Principal Paying Agent for cancellation, will forthwith be

cancelled and accordingly such Certificates may not be held, reissued or resold.

13.10 Compulsory Sale

The Trustee may compel any beneficial owner of an interest in a Restricted Certificate to sell its

interest in such Restricted Certificate, or may sell such interest on behalf of such beneficial

owner, if such beneficial owner is not a QIB and a QP.

13.11 Revocable Notice

If:

(a) the relevant Partial Dissolution Amount is not paid by the Trustee in full on the relevant

Partial Dissolution Date in accordance with Condition ‎13.3 (Capital Distributions of the

Issuer Trust – Partial Dissolution following a Dissolution Event); or

(b) the relevant Dissolution Distribution Amount is not paid by the Trustee in full on the

relevant Guarantor Dissolution Date in accordance with Condition ‎13.4 (Capital

Distributions of the Issuer Trust – Dissolution in Whole following a Dissolution Event);

subject to the ECA Facility Agent having notified the Trustee (with a copy to the Principal

Paying Agent and the Delegate) that the Dissolution Event Tangibility Requirement has been

satisfied, the notice from the Trustee to the Certificateholders in accordance with Condition ‎13.3

(Capital Distributions of the Issuer Trust – Partial Dissolution following a Dissolution Event) or

Condition ‎13.4 (Capital Distributions of the Issuer Trust – Dissolution in Whole following a

Dissolution Event), as applicable, shall automatically be deemed to have been revoked by the

Trustee without the need for any further notices in respect thereof and Periodic Distribution

Amounts shall be due under the Certificates from and including the date of the Periodic

Distribution Date immediately preceding the relevant Partial Dissolution Date or relevant

Dissolution Distribution Date (as applicable) in accordance with Condition ‎7 (Periodic Profit

Distributions) and the Certificates shall continue to be redeemed in accordance with

Condition ‎13.1 (Capital Distributions of the Issuer Trust - Scheduled Dissolution) as if such

notice had never been given. In such circumstances, the Partial Dissolution Amount or the

Dissolution Distribution Amount (as applicable) shall be deemed not to have been due and the

Guarantor shall have no liability under the ECGD Guarantee in respect thereof, and the Trustee

shall notify the Certificateholders in accordance with Condition ‎17 (Notices) of the deemed

revocation of such notice as soon as practicable thereafter.

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14. ECGD GUARANTEE

14.1 Guaranteed Amounts

(a) Following a Default, upon receipt of a validly served Non-Payment Notice (which is not

subsequently revoked) from the Principal Paying Agent (acting on behalf of the Trustee),

under the terms of the ECGD Guarantee the Guarantor has unconditionally and

irrevocably guaranteed to pay to the Transaction Account (or such other non-interest

bearing account specified by, or on behalf of, the Trustee) on each Default Payment Date

the relevant Guaranteed Amounts (subject to Condition ‎14.2 (ECGD Guarantee –

Guaranteed Amount on Total Loss)) and the terms of the ECGD Guarantee, and

thereafter, subject to the obligation to pay the Guaranteed Amounts on the relevant Due

Dates in respect of an early redemption of the Certificates pursuant to Condition ‎13.2

(Capital Distributions of the Issuer Trust – Mandatory Partial Dissolution following a

Non-Delivery Event), Condition ‎13.3 (Capital Distributions of the Issuer Trust – Partial

Dissolution following a Dissolution Event), Condition ‎13.4 (Capital Distributions of the

Issuer Trust – Dissolution in Whole following a Dissolution Event), Condition ‎13.6

(Capital Distributions of the Issuer Trust - Dissolution following Total Loss) (as adjusted

in accordance with Condition ‎14.2 (ECGD Guarantee – Guaranteed Amounts on Total

Loss)) and/or Condition ‎13.7 (Capital Distributions of the Issuer Trust – Mandatory

Trust Property Distribution)), without any requirement for service of a subsequent Non-

Payment Notice, to pay the relevant Guaranteed Amount corresponding to the Scheduled

Payments in accordance with Condition ‎7 (Periodic Profit Distribution Amounts) and

Condition ‎13.1 (Capital Distributions of the Issuer Trust – Scheduled Dissolution) on

each subsequent Default Payment Date until the Certificates mature.

(b) Any amounts which may be due on Excluded Certificates are not included in the

Guaranteed Amounts under the ECGD Guarantee. Following receipt by the Guarantor of

a Non-Payment Notice, the right to receive any payments in respect of any Excluded

Certificates shall be deemed to be void and Emirates and the Trustee shall be required to

cancel, or procure the cancellation of, such Excluded Certificates in accordance with

Condition ‎12.1 (Purchase and Cancellation of Certificates – Cancellation of Excluded

Certificates) and the Issuer Declaration of Trust in full without payment and such

Excluded Certificates may not be reissued or sold.

(c) Where a validly served Non-Payment Notice is made, and not subsequently revoked,

pursuant to the ECGD Guarantee, the initial payment by the Guarantor of the relevant

Guaranteed Amount in respect of the relevant unpaid Scheduled Payment shall be made

on the first Default Payment Date following such Non-Payment Notice.

(d) Following receipt by the Guarantor of a Non-Payment Notice from the Principal Paying

Agent (acting on behalf of the Trustee), if the unpaid Scheduled Payment under the

Certificates is paid in full prior to the first Default Payment Date following such Non-

Payment Notice, or sufficient amounts are paid to the Transaction Account such that the

Guaranteed Amount which is payable would have been zero, such Non-Payment Notice

is deemed to be revoked.

(e) The ECGD Guarantee also provides that to the extent that any amounts of the unpaid

Scheduled Payment under the Certificates are paid to the Transaction Account by or on

behalf of the Trustee following delivery of a Non-Payment Notice and prior to the first

Default Payment Date, and upon actual knowledge thereof the Principal Paying Agent

(acting on behalf of the Trustee) shall as soon as practicable notify the Guarantor of the

same in writing (as set out in the ECGD Guarantee) by submitting a replacement Non-

Payment Notice revoking the amounts claimed in the previous Non-Payment Notice and

(to the extent there are any such amounts) stating the outstanding Guaranteed Amounts

then due and payable by ECGD under ECGD Guarantee.

14.2 Guaranteed Amount on Total Loss

(a) Upon receipt by the Guarantor of a validly served Non-Payment Notice (which has not

subsequently been revoked) from the Principal Paying Agent (acting on behalf of the

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Trustee) following the occurrence of a Default in respect of non-payment of the

Aggregate Total Loss Dissolution Amount on the relevant Total Loss Dissolution Date

in accordance with Condition ‎‎13.6 (Capital Distributions of the Issuer Trust –

Dissolution following Total Loss), the Guarantor shall either (at the option of the

Guarantor) pay on the Default Payment Date the Guaranteed Amount in respect of the

Total Loss Certificates:

(i) equal to the Aggregate Total Loss Dissolution Amount in full minus the

Transaction Account Balance in respect of the Total Loss Certificates on the

relevant Due Date; or

(ii) provided that the Total Loss Tangibility Requirement is satisfied, equal to the

First Total Loss Amount as at the Default Payment Date minus the Transaction

Account Balance in respect of the Total Loss Certificates on the Default

Payment Date, in which case a Guaranteed Amount will also be deemed to be

due in respect of each subsequent Periodic Distribution Date and shall be

calculated by reference to an amount equal to the Periodic Distribution Amounts

which would have been payable on the outstanding principal amount of the

relevant Total Loss Certificates, provided that in relation to the first such

subsequent Periodic Distribution Date, the profit amount payable in respect of

the Total Loss Certificates shall be an amount equal to the Periodic Profit

Distribution Amount payable minus any portion of such amount already paid.

(b) On any Periodic Distribution Date thereafter and prior to the Scheduled Dissolution Date,

the Guarantor shall be entitled to discharge its obligations in respect of the Default

resulting from the Total Loss by paying a Guaranteed Amount in respect of the Total

Loss Certificates equal to the Balance Total Loss Dissolution Amount minus the

Transaction Account Balance in respect of the Total Loss Certificates on the relevant

Default Payment Date.

(c) Upon notice from the ECA Facility Agent at least seven Banking Days prior to the

relevant Default Payment Date to the Trustee (with a copy to the Principal Paying Agent

and the Delegate) of:

(i) an election made in accordance with Condition‎14.2‎(a)(i); or

(ii) an election made in accordance with Condition ‎14.2‎(a)(ii) and satisfaction of the

Total Loss Tangibility Requirement; and/or

(iii) an election made in accordance with Condition ‎14.2‎(b),

the Trustee shall notify the Certificateholders thereof at least five Banking Days

prior to the relevant Default Payment Date in accordance with Condition ‎17

(Notices), whereupon the relevant Certificates shall become redeemable in part,

(A) in the case of paragraph (i) above, at the Aggregate Total Loss

Dissolution Amount and the Aggregate Total Loss Dissolution Amount

shall be due and payable on the relevant Default Payment Date;

(B) in the case of paragraph (ii) above, at the Aggregate Total Loss

Dissolution Amount and the First Total Loss Amount shall be due and

payable on the Default Payment Date and amounts equal to the relevant

Periodic Distribution Amounts shall be due and payable on each

subsequent Periodic Distribution Date in accordance with

Condition ‎14.2‎(a)(ii), provided that in relation to the first such

subsequent Periodic Distribution Date, the profit amount payable in

respect of the Total Loss Certificates shall be an amount equal to the

Periodic Profit Distribution Amount payable minus any portion of such

amount already paid; and

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(C) in the case of paragraph (iii) above, at the Balance Total Loss

Dissolution Amount and the Balance Total Loss Dissolution Amount

shall be due and payable on the relevant Periodic Distribution Date.

(d) Upon payment in full of such amounts to the Certificateholders, the outstanding

principal amount of the relevant Certificates shall be reduced by the Relevant Proportion

for all purposes with effect from the related Relevant Date, and the amounts in the other

columns in Schedule 1 (Periodic Principal Distribution Schedule) and Schedule 2

(Periodic Profit Distribution Schedule) to these Conditions relating to the Leased

Aircraft in respect of which a redemption occurred in accordance with this

Condition ‎14.2, shall be reduced to zero.

15. ENFORCEMENT

15.1 No acceleration

(a) If the Guarantor is in breach of its obligations to pay the relevant Guaranteed Amount on

the relevant Default Payment Date for payment under the ECGD Guarantee, the

Guarantor shall still be entitled to direct the ECA Facility Agent to direct the ECA

Security Trustee in writing to (i) exercise the ECA Security Trustee's rights under the

relevant Aircraft Purchase Undertakings and/or, (ii) exercise the ECA Security Trustee's

rights under the ATKM Purchase Undertaking, as applicable, in accordance with

Condition ‎13 (Capital Distributions of the Issuer Trust); however, none of the Trustee,

or the Delegate (acting on behalf of the Trustee or on the instructions of the

Certificateholders) or any Certificateholder, is entitled to accelerate the Certificates for

redemption prior to the Scheduled Dissolution Date and, in such circumstances, the

Trustee (acting through the Delegate in the interests of the Certificateholders) shall only

be entitled to claim against the Guarantor the relevant Guaranteed Amount not so paid

by ECGD under the ECGD Guarantee.

(b) For the purposes of this Condition ‎15.1, amounts shall be considered due in respect of

the Certificates (including for the avoidance of doubt any amounts calculated as being

payable under Condition ‎7 (Periodic Profit Distributions) and Condition ‎13 (Capital

Distributions of the Issuer Trust)) notwithstanding that the Trustee has at the relevant

time insufficient funds or Issuer Trust Assets to pay such amounts.

15.2 Delegate not obliged to take action

Pursuant to the Delegation of Relevant Powers, the Delegate may, if the Guarantor fails to pay a

Guaranteed Amount due on the relevant Default Payment Date, at its sole discretion and without

notice, take such proceedings and/or other steps as it may think fit against or in relation to the

Guarantor to enforce the obligations of the Guarantor under the ECGD Guarantee in accordance

with its terms, provided however that the Delegate shall not be bound in any circumstances to

take any action, proceeding or step to enforce, or take any action against the Guarantor under the

terms of the ECGD Guarantee or otherwise, to realise the Issuer Trust Assets unless directed or

requested to do so: (a) by an Extraordinary Resolution; or (b) in writing by the holders of at least

one-fifth of the then aggregate principal amount of the Certificates then outstanding, and in either

case then only if it shall be indemnified and/or secured and/or prefunded to its full satisfaction

against all costs, losses, damages, expenses or liabilities to which it may thereby render itself

liable or which it may incur by so doing, provided that the Delegate shall not be liable for the

consequences of exercising or not exercising its discretion or taking or refraining from taking any

such action and may do so without having regard to the effect of such action on individual

Certificateholders.

15.3 Enforcement of ECGD Guarantee

No Certificateholder shall be entitled to proceed directly against the Guarantor. The

Certificateholders shall be entitled to give instructions to the Delegate, in accordance with the

terms of the Issuer Declaration of Trust, to enforce, on behalf of the Trustee and in the interests

of the Certificateholders, the obligations of the Guarantor under the ECGD Guarantee. In the

event that the Delegate, having become bound to proceed pursuant to Condition ‎15.2

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(Enforcement – Delegate not obliged to take action) fails to do so within a reasonable period of

becoming so bound and such failure is continuing, the Certificateholders shall be entitled, in

accordance with the terms of the Issuer Declaration of Trust, to appoint a successor delegate and

to give instructions to such successor delegate, or to the Trustee (acting through a successor

delegate appointed by the Trustee), to enforce, on behalf of the Trustee and in the interests of the

Certificateholders, the obligations of the Guarantor under the ECGD Guarantee. Under no

circumstances shall the Delegate or any Certificateholder have any right to cause the sale or other

disposition of any of the Issuer Trust Assets (other than pursuant to the Issuer Trust Transaction

Documents) and the sole rights of the Certificateholders in respect of the ECGD Guarantee shall

be to give instructions to the Delegate (or if the Delegate fails to act, a successor delegate or the

Trustee (acting through a successor delegate)) to enforce, on behalf of the Trustee and in the

interests of the Certificateholders, the obligations of the Guarantor under the ECGD Guarantee.

15.4 Limited Recourse

Conditions ‎15.1 (Enforcement – No acceleration) to ‎15.3 (Enforcement – Enforcement of ECGD

Guarantee) (inclusive) are without prejudice to the provisions of Condition ‎4.2 (Status and

Limited Recourse – Limited Recourse).

16. REPLACEMENT OF DEFINITIVE CERTIFICATES

Should any Definitive Certificate be lost, stolen, mutilated, defaced or destroyed it may be

replaced at the specified office of the Registrar or such other Paying Agent, as the case may be,

as may from time to time be designated by the Trustee for the purpose and notice of whose

designation is given to Certificateholders (and if the Certificates are then admitted to listing,

trading and/or quotation by any competent authority, stock exchange and/or quotation system

which requires the appointment of a Paying Agent or a Transfer Agent in any particular place,

the Paying Agent or the Transfer Agent having its specified office in the place required by such

competent authority, stock exchange and/or quotation system), subject to all applicable laws,

regulations and other relevant competent authority, stock exchange and/or quotation system

requirements, upon payment by the claimant of the fees, costs and expenses incurred in

connection with the replacement and on such terms as to evidence, security and indemnity as the

Trustee may require. Mutilated or defaced Definitive Certificates must be surrendered before

replacements will be issued.

17. NOTICES

All notices to Certificateholders will be valid if:

(a) published in a daily newspaper having general circulation in London (which is expected

to be the Financial Times); or

(b) mailed to them by first class pre-paid registered mail (or its equivalent) or (if posted to

an overseas address) by airmail at their respective addresses in the Register,

and a copy is provided to the Guarantor, the ECA Facility Agent and the ECA Security Trustee at

the time of distribution to Certificateholders. Any notice shall be deemed to have been given on

the fourth day after being so mailed or on the date of publication or, if so published more than

once or on different dates, on the date of the first publication.

Until such time as any Definitive Certificates are issued, there may, so long as the Global

Certificate representing the Certificates is held on behalf of one or more clearing systems, be

substituted for such publication in such newspaper(s) and/or mailing is accordance with the

paragraphs above, the delivery of the relevant notice to the relevant clearing systems. Any such

notice shall be deemed to have been communicated to the Certificateholders on the day after the

said notice was given to the relevant clearing systems.

The Trustee shall also ensure that notices to the Certificateholders are duly given or published in

a manner which complies with the rules and regulations of any listing authority, stock exchange

and/or quotation system (if any) on which the Certificates for the time being have been admitted

to listing, trading and/or quotation.

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18. MEETINGS OF CERTIFICATEHOLDERS, MODIFICATION, WAIVER,

AUTHORISATION AND DETERMINATION

18.1 The Issuer Declaration of Trust contains provisions for convening Meetings of Certificateholders

to consider any matter affecting their interests, including the modification by Extraordinary

Resolution of any of these Conditions or the provisions of the Issuer Declaration of Trust or any

other Issuer Trust Transaction Document, provided however that a Meeting shall have no power

unless the resolution arising from such Meeting has been approved by the ECA Facility Agent

(other than in respect of an Extraordinary Resolution to discharge or exonerate the Delegate from

any liability in respect of any act or omission for which it may become responsible under the

Issuer Declaration of Trust, the Certificates or any other Issuer Trust Transaction Document) and

provided that the ECA Facility Agent shall not withhold its consent to such Extraordinary

Resolution solely to prevent the enforcement of the terms of the ECGD Guarantee in the case of

a breach or proposed breach by the Guarantor under the ECGD Guarantee. Such a Meeting may

be convened by the Trustee, Emirates, the ECA Facility Agent or by the Delegate and (subject to

it being indemnified and/or secured and/or prefunded to its satisfaction) shall be convened by the

Trustee upon request in writing of (a) Certificateholders holding not less than one twentieth of

the aggregate principal amount of the Certificates then outstanding; or (b) the ECA Facility

Agent.

18.2 The quorum at any Meeting for passing an Extraordinary Resolution (other than in relation to a

Reserved Matter) will be two or more Voters present holding or representing more than 50 per

cent. of the aggregate principal amount of the outstanding Certificates, or at any adjourned such

Meeting two or more Voters present whatever the outstanding principal amount of the

Certificates held or represented by him or them, except that at any Meeting for passing an

Extraordinary Resolution in relation to a Reserved Matter, (including modifying the Scheduled

Dissolution Date, reducing or cancelling any amount payable in respect of the Certificates or

altering the currency of payment of the Certificates, amending the definition of "Default",

amending Condition ‎21.1 (Governing law and jurisdiction – Governing law) or Condition ‎21.2

(Governing law and jurisdiction – Jurisdiction) of the Certificates, amending the covenant given

by the Trustee in clause 13.1 (Application of Moneys) of the Issuer Declaration of Trust or

Condition ‎5.3 (The Issuer Trust – Application of Proceeds from the Issuer Trust Assets),

modifying the provisions contained in the Issuer Declaration of Trust concerning the quorum

required at any Meeting of the Certificateholders or the majority required to pass an

Extraordinary Resolution, changing any of the terms of any of the Owner Forward Lease

Agreements, changing any of the Guarantor's obligations to make payments under the ECGD

Guarantee, changing any of Emirates' covenants to make payments under the Issuer Trust

Transaction Documents or the Owner Trust Transaction Documents) or changing the definition

of Reserved Matter contained in schedule 4 of the Issuer Declaration of Trust, the quorum shall

be two or more Voters present holding or representing not less than three-quarters in the

outstanding principal amount of the Certificates, or at any adjourned such Meeting two or more

Voters present holding or representing not less than one-quarter in the outstanding principal

amount of the Certificates.

18.3 The expression "Extraordinary Resolution" is defined in the Issuer Declaration of Trust to

mean (i) a resolution passed at a Meeting duly convened and held in accordance with Schedule 4

(Provisions for Meetings of Certificateholders) of the Issuer Declaration of Trust by a majority

consisting of not less than three-quarters of the votes cast, or (ii) as Written Resolution. The

Issuer Declaration of Trust provides that a Written Resolution, being a resolution in writing

signed by or on behalf of holders of the Certificates then outstanding representing in aggregate

not less than 75 per cent. in principal amount of Certificates then outstanding who for the time

being are entitled to receive notice of a Meeting in accordance with Schedule 4 (Provisions for

Meetings of Certificateholders) of the Issuer Declaration of Trust shall for all purposes be valid

and effective as an Extraordinary Resolution passed at a Meeting of Certificateholders duly

convened and held, provided that, in each case, (other than in respect of an Extraordinary

Resolution or a Written Resolution to discharge or exonerate the Delegate from any liability in

respect of any act or omission for which it may become responsible under the Issuer Declaration

of Trust, the Certificates or any Issuer Trust Transaction Document), the ECA Facility Agent

shall have provided its written approval, provided that the ECA Facility Agent shall not withhold

its consent to such Written Resolution or Extraordinary Resolution (as the case may be) solely to

prevent the enforcement of the terms of the ECGD Guarantee in the case of a breach or a

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proposed breach by the Guarantor under the ECGD Guarantee. Such a Written Resolution may

be contained in one document or several documents in the same form, each signed by or on

behalf of one or more such Certificateholders.

18.4 For the purposes of any Meetings of Certificateholders referred to above, where all the

outstanding certificates are represented by a Global Certificate, a single voter appointed in

relation thereto or being the holder of the Certificates thereby represented, will be deemed to be

two Voters for the purposes of forming a quorum.

18.5 Pursuant to the Issuer Declaration of Trust, the Certificates, the Conditions, the Issuer Trust

Transaction Documents, the Trustee Security Documents, the other Transaction Documents to

which the Trustee is a party and the Trustee's memorandum and articles of association may only

be amended by the Trustee with the consent of the Delegate and only subject to the prior written

approval of the ECA Facility Agent (provided that the ECA Facility Agent shall not withhold its

consent solely to prevent the enforcement of the terms of the ECGD Guarantee in the case of a

breach or a proposed breach by the Guarantor under the ECGD Guarantee) and the Delegate may,

without the consent or sanction of the Certificateholders, but with the prior approval of the ECA

Facility Agent (provided that the ECA Facility Agent shall not withhold its consent solely to

prevent the enforcement of the terms of the ECGD Guarantee in the case of a breach or a

proposed breach by the Guarantor under the ECGD Guarantee) agree to any modification (other

than in respect of a Reserved Matter) of the Certificates, the Conditions, the Issuer Trust

Transaction Documents, the Trustee Security Documents, the other Transaction Documents to

which the Trustee is a party or the Trustee's memorandum and articles of association if, in the

sole opinion of the Delegate, such modification is: (i) of a formal, minor or technical nature; (ii)

made to correct a manifest error; or (iii) not materially prejudicial to the interests of the

outstanding Certificateholders. The Delegate's consent to any such modification may be given on

such terms and subject to such conditions (if any) as the Delegate may determine, shall be

binding on the Certificateholders and, unless the Delegate otherwise agrees, shall be notified by

the Trustee (or Emirates on its behalf) to the Certificateholders in accordance with Condition ‎17

(Notices) as soon as practicable thereafter.

18.6 In addition, pursuant to the Issuer Declaration of Trust the Delegate may, without the consent or

sanction of the Certificateholders but subject to prior written approval of the ECA Facility Agent

(provided that the ECA Facility Agent shall not withhold its consent solely to prevent the

enforcement of the terms of the ECGD Guarantee in the case of a breach or a proposed breach by

the Guarantor under the ECGD Guarantee), without prejudice to its rights in respect of any

subsequent breach from time to time and at any time: (i) give its consent under these Conditions,

the Issuer Trust Transaction Documents, the Trustee Security Documents or the other

Transaction Documents to which the Trustee is a party; or (ii) agree to authorise or waive on

such terms and subject to such conditions (if any) as the Delegate may decide any proposed

breach or breach the Certificates, the Conditions, the Issuer Trust Transaction Documents, the

Trustee Security Documents, the other Transaction Documents to which the Trustee is a party or

the Trustee's memorandum and articles of association, if in the opinion of the Delegate, the

interests of the outstanding Certificateholders will not be materially prejudiced thereby.

18.7 In connection with the exercise by it of any of its powers, obligations, authorities and discretions

(including, without limitation, any modification, waiver, authorisation or determination), the

Delegate shall have regard to the general interests of the Certificateholders as a class (and shall

not have regard to any interests arising from circumstances particular to individual

Certificateholders (whatever their number)) and, in particular, but without limitation, shall not

have regard to the consequences of any such exercise for individual Certificateholders (whatever

their number) resulting from their being for any purpose domiciled or resident in, or otherwise

connected with, or subject to the jurisdiction of, any particular territory or any political

subdivision thereof) and the Delegate shall not be entitled to require, nor shall any

Certificateholder be entitled to claim from the Trustee, Emirates, the Guarantor, the Delegate or

any other person, any indemnification or payment in respect of any tax consequence of any such

exercise upon individual Certificateholders (except in the case of the Trustee and Emirates, to the

extent already provided for in Condition ‎10 (Taxation)).

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18.8 Any waiver, authorisation or determination shall be binding on all the Certificateholders and

unless the Delegate otherwise agrees shall be notified by the Trustee to the Certificateholders as

soon as practicable thereafter in accordance with Condition ‎17 (Notices).

19. INDEMNIFICATION AND LIABILITY OF THE DELEGATE

19.1 The Delegate is appointed pursuant to the Issuer Declaration of Trust and the Issuer Declaration

of Trust contains provisions for the removal or retirement of the Delegate.

19.2 The Issuer Declaration of Trust contains provisions for the indemnification of the Delegate in

certain circumstances and for its relief from responsibility, including provisions relieving the

Delegate from taking action unless indemnified and/or secured and/or prefunded to its

satisfaction.

19.3 The Delegate makes no representation and assumes no responsibility for the validity or

enforceability of the Issuer Trust Assets. The Delegate shall not have any liability arising from

the Issuer Trust Assets or in respect of any payment or delivery which should have been made by

it but is not so made or be obliged to account to the Certificateholders for any amount on any

sum or assets which should have been paid or delivered by it, other than as expressly provided in

the Issuer Declaration of Trust.

19.4 The Delegate may, in relation to the Issuer Declaration of Trust, consult with or request and/or

rely and act on the opinion or advice of, or a certificate, or any information including, without

limitation, any valuations (whether or not obtained by or addressed to the Delegate, or the

Trustee or any other person and whether or not such opinion or advice contains a monetary or

other limitation of liability) obtained from any lawyer, valuer, banker, broker, accountant, auditor,

insolvency official or other expert appointed by the Guarantor, Emirates, the Trustee, the

Delegate or an Agent or any other person and shall not be responsible to the Certificateholders or

any other person for any liability occasioned by so acting and/or relying or bound to call for

further evidence or be responsible for any liability or inconvenience that may be occasioned by

its failure to do so.

19.5 Pursuant to the Issuer Declaration of Trust, the Delegate is exempted from, amongst other things:

(a) any liability in respect of any decline in the value or any loss realised upon any sale or other

disposition of any of the Issuer Trust Assets pursuant to the Issuer Declaration of Trust; (b) any

obligation to cover under takaful or to insure the Issuer Trust Assets; and (c) any liability in

respect of any defect or failure in the right or title over any of the Issuer Trust Assets, unless such

event or circumstances arises as a result of the gross negligence, wilful default or fraud by the

Delegate.

19.6 The Issuer Declaration of Trust also contains provisions pursuant to which the Delegate, and

certain persons and entities affiliated or associated with the Delegate, are expressly permitted to

conduct transactions in the Certificates and other securities and enter into transactions generally

with the same rights as they would have had if the Delegate were not acting as Delegate and none

of the Delegate or any director, officer or holding, affiliated or associate company of the

Delegate shall be liable to Certificateholders for any profit made by it or him thereby or in

connection therewith.

19.7 The Delegate shall not be bound to take any steps to ascertain whether or not a Certificates

Trigger Event, a Default or a Dissolution Event has occurred or exists or to monitor or supervise

the performance of the Trustee or any other parties to the Issuer Trust Transaction Documents,

the other Transaction Documents or under the Certificates and, until it shall have actual

knowledge or shall have express notice pursuant to the Issuer Declaration of Trust to the contrary,

it shall be entitled to assume that no such event or circumstance exists or has occurred.

19.8 Save as otherwise provided in the Issuer Declaration of Trust, the Delegate is not obliged in any

circumstances to take any action, proceeding or step to enforce or to realise the Issuer Trust

Assets, or take any action against the Guarantor under the terms of the ECGD Guarantee unless

appropriately directed or requested to do so in accordance with the Issuer Declaration of Trust

and in each case only if it shall be indemnified and/or secured and/or prefunded to its full

satisfaction.

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20. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to

enforce any term of these Conditions, but this does not affect any right or remedy of any person

which exists or is available apart from that Act.

21. GOVERNING LAW AND JURISDICTION

21.1 Governing law

The Certificates and the Issuer Declaration of Trust and any non-contractual obligations arising

out of or in connection with the Certificates and the Issuer Declaration of Trust are governed by,

and shall be construed in accordance with, English law.

21.2 Jurisdiction

(a) Each of Emirates and the Trustee has in the Issuer Declaration of Trust:

(i) agreed for the benefit of the Delegate, the Certificateholders, the ECA Facility

Agent, the Guarantor and the Owner Trustee that the courts of England and

Wales are to have jurisdiction to settle any dispute or claim (including any

declaration of determination sought from a court) arising out of or in connection

with the Certificates, the Issuer Declaration of Trust and the Issuer Trust

Transaction Documents or any non-contractual obligations connected with them,

including any question regarding the existence, validity or termination thereof (a

"Dispute") and each submits itself and its property to the jurisdiction of the

courts of England and Wales with respect to any Dispute;

(ii) agreed that nothing in this Condition ‎21.2 (Jurisdiction) limits the rights of the

Trustee (or the Delegate (acting in the name of the Trustee and on behalf of the

Certificateholders)) to bring proceedings against Emirates to the extent allowed

by Applicable Law in each case arising out of or in connection with the

Certificates, the Issuer Declaration of Trust and the Issuer Trust Transaction

Documents:

(A) in any court of competent jurisdiction; or

(B) concurrently in more than one jurisdiction.

(b) Each of Emirates and the Trustee has, in the Issuer Declaration of Trust, waived to the

fullest extent permitted by law any objection which it may now or hereafter have to the

courts of England and Wales on grounds of inconvenient forum or otherwise as regards

proceedings arising out of or in connection with the Certificates, the Issuer Declaration

of Trust and the Issuer Trust Transaction Documents, and agreed that a judgment or

order of any of the courts of England and Wales arising out of or in connection with the

Certificates, the Issuer Declaration of Trust and the Issuer Trust Transaction Documents

is conclusive and binding on it and may be enforced against it in the courts of England

and Wales or the courts of any other jurisdiction.

21.3 Process Agent

Each of Emirates and the Trustee has in the Issuer Declaration of Trust irrevocably appointed

Emirates, London branch, First Floor, Gloucester Park, 95 Cromwell Road, London SW7 4DL

(Attention: Finance & Administration Manager, UK and Ireland) as its agent for service of

process relating to any proceedings before the courts of England and Wales arising out of or in

connection with the Certificates, the Issuer Declaration of Trust and the Issuer Trust Transaction

Documents and agrees to maintain a process agent in England notified to each other and the

Delegate.

21.4 Waiver of Immunity

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Emirates has agreed in the Issuer Declaration of Trust that, to the extent that it may in any

jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment

(whether in aid of execution, before judgment or otherwise) or other legal process and to the

extent that such immunity (whether or not claimed) may be attributed in any such jurisdiction to

Emirates or its assets or revenues, it shall not claim, and irrevocably waived, such immunity to

the full extent permitted by the laws of such jurisdiction.

21.5 Waiver of Interest

Each of the Trustee, the Delegate and Emirates has agreed in the Issuer Declaration of Trust that

no interest will be payable or receivable under or in connection with any proceedings in relation

to a Dispute, whether as a result of any judicial award or by operation of any applicable law or

otherwise, and each of the Trustee, the Delegate and Emirates has waived any rights it may have

to claim or receive such interest and has agreed that if any such interest is actually received by it,

it shall promptly donate the same to a registered or otherwise officially recognised charitable

organisation.

For the avoidance of doubt, nothing in this Condition ‎21.5 shall be construed as a waiver of

rights in respect of Periodic Profit Distribution Amounts or profit of any kind howsoever

described payable by the Trustee (in any capacity), Emirates (in any capacity) or the Guarantor

pursuant to the Issuer Trust Transaction Documents and/or the Conditions, howsoever such

amounts may be described or re-characterised by any court.

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Schedule 1

PERIODIC PRINCIPAL DISTRIBUTION SCHEDULE

Periodic

Distribution

Date Aircraft 1 Aircraft 2 Aircraft 3 Aircraft 4

Periodic

Principal

Distribution

Amount

Outstanding

principal

balance

30-Jun-15 4,999,761 4,997,692 5,002,872 0 15,000,325 898,025,675

30-Sep-15 5,032,759 5,030,677 5,035,891 5,165,975 20,265,303 877,760,372

31-Dec-15 5,065,976 5,063,880 5,069,128 5,200,071 20,399,054 857,361,318

31-Mar-16 5,099,411 5,097,301 5,102,584 5,234,391 20,533,688 836,827,631

30-Jun-16 5,133,067 5,130,944 5,136,261 5,268,938 20,669,210 816,158,421

30-Sep-16 5,166,945 5,164,808 5,170,160 5,303,713 20,805,627 795,352,794

31-Dec-16 5,201,047 5,198,895 5,204,283 5,338,718 20,942,944 774,409,850

31-Mar-17 5,235,374 5,233,208 5,238,632 5,373,953 21,081,167 753,328,683

30-Jun-17 5,269,928 5,267,747 5,273,207 5,409,421 21,220,303 732,108,380

30-Sep-17 5,304,709 5,302,514 5,308,010 5,445,124 21,360,357 710,748,023

31-Dec-17 5,339,720 5,337,511 5,343,043 5,481,061 21,501,335 689,246,688

31-Mar-18 5,374,962 5,372,739 5,378,307 5,517,236 21,643,244 667,603,444

30-Jun-18 5,410,437 5,408,199 5,413,803 5,553,650 21,786,090 645,817,354

30-Sep-18 5,446,146 5,443,893 5,449,535 5,590,304 21,929,878 623,887,476

31-Dec-18 5,482,091 5,479,823 5,485,501 5,627,200 22,074,615 601,812,861

31-Mar-19 5,518,272 5,515,989 5,521,706 5,664,340 22,220,307 579,592,554

30-Jun-19 5,554,693 5,552,395 5,558,149 5,701,724 22,366,961 557,225,593

30-Sep-19 5,591,354 5,589,041 5,594,833 5,739,356 22,514,583 534,711,009

31-Dec-19 5,628,257 5,625,928 5,631,759 5,777,236 22,663,180 512,047,830

31-Mar-20 5,665,403 5,663,059 5,668,928 5,815,365 22,812,757 489,235,073

30-Jun-20 5,702,795 5,700,436 5,706,343 5,853,747 22,963,321 466,271,752

30-Sep-20 5,740,434 5,738,059 5,744,005 5,892,381 23,114,879 443,156,874

31-Dec-20 5,778,320 5,775,930 5,781,916 5,931,271 23,267,437 419,889,437

31-Mar-21 5,816,457 5,814,051 5,820,076 5,970,418 23,421,002 396,468,435

30-Jun-21 5,854,846 5,852,424 5,858,489 6,009,822 23,575,581 372,892,854

30-Sep-21 5,893,488 5,891,050 5,897,155 6,049,487 23,731,179 349,161,675

31-Dec-21 5,932,385 5,929,931 5,936,076 6,089,414 23,887,805 325,273,869

31-Mar-22 5,971,539 5,969,068 5,975,254 6,129,604 24,045,465 301,228,405

30-Jun-22 6,010,951 6,008,464 6,014,691 6,170,059 24,204,165 277,024,240

30-Sep-22 6,050,623 6,048,120 6,054,388 6,210,782 24,363,912 252,660,328

31-Dec-22 6,090,557 6,088,037 6,094,347 6,251,773 24,524,714 228,135,613

31-Mar-23 6,130,755 6,128,218 6,134,569 6,293,035 24,686,577 203,449,036

30-Jun-23 6,171,218 6,168,665 6,175,057 6,334,569 24,849,509 178,599,528

- 84-

Periodic

Distribution


Periodic

Principal

Distribution

Amount

Outstanding

principal

balance

30-Sep-23 6,211,948 6,209,378 6,215,813 6,376,377 25,013,515 153,586,012

31-Dec-23 6,252,947 6,250,360 6,256,837 6,418,461 25,178,605 128,407,408

31-Mar-24 6,294,216 6,291,612 6,298,132 6,460,823 25,344,783 103,062,624

30-Jun-24 6,335,758 6,333,137 6,339,700 6,503,464 25,512,059 77,550,565

30-Sep-24 6,377,574 6,374,935 6,381,542 6,546,387 25,680,439 51,870,127

31-Dec-24 6,419,666 6,417,010 6,423,660 6,589,593 25,849,929 26,020,197

31-Mar-25 6,461,951 6,459,277 6,465,971 6,632,999 26,020,197 0

Aggregate 228,018,743 227,924,404 228,160,610 228,922,243

Total 913,026,000

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Schedule 2

PERIODIC PROFIT DISTRIBUTION SCHEDULE

Periodic Distribution


30-Jun-15 1,408,586 1,408,003 1,409,462 1,414,167

30-Sep-15 1,377,700 1,377,130 1,378,557 1,414,167

31-Dec-15 1,346,610 1,346,053 1,347,448 1,382,254

31-Mar-16 1,315,315 1,314,771 1,316,133 1,350,131

30-Jun-16 1,283,813 1,283,282 1,284,612 1,317,795

30-Sep-16 1,252,104 1,251,586 1,252,883 1,285,247

31-Dec-16 1,220,185 1,219,680 1,220,944 1,252,483

31-Mar-17 1,188,055 1,187,564 1,188,795 1,219,503

30-Jun-17 1,155,714 1,155,236 1,156,433 1,186,305

30-Sep-17 1,123,159 1,122,694 1,123,858 1,152,889

31-Dec-17 1,090,389 1,089,938 1,091,067 1,119,251

31-Mar-18 1,057,403 1,056,965 1,058,061 1,085,392

30-Jun-18 1,024,199 1,023,775 1,024,836 1,051,309

30-Sep-18 990,776 990,366 991,393 1,017,002

31-Dec-18 957,133 956,737 957,728 982,468

31-Mar-19 923,267 922,885 923,841 947,706

30-Jun-19 889,178 888,810 889,731 912,714

30-Sep-19 854,864 854,510 855,396 877,492

31-Dec-19 820,323 819,984 820,834 842,037

31-Mar-20 785,555 785,230 786,043 806,348

30-Jun-20 750,557 750,246 751,024 770,424

30-Sep-20 715,328 715,032 715,773 734,262

31-Dec-20 679,866 679,585 680,289 697,862

31-Mar-21 644,170 643,904 644,571 661,221

30-Jun-21 608,239 607,988 608,618 624,339

30-Sep-21 572,071 571,834 572,427 587,214

31-Dec-21 535,664 535,442 535,997 549,843

31-Mar-22 499,017 498,810 499,327 512,225

30-Jun-22 462,127 461,936 462,415 474,360

30-Sep-22 424,995 424,819 425,259 436,244

31-Dec-22 387,617 387,457 387,858 397,877

31-Mar-23 349,993 349,848 350,210 359,257

30-Jun-23 312,120 311,991 312,314 320,382

30-Sep-23 273,997 273,884 274,168 281,250

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31-Dec-23 235,623 235,525 235,769 241,860

31-Mar-24 196,995 196,914 197,118 202,210

30-Jun-24 158,113 158,047 158,211 162,298

30-Sep-24 118,974 118,924 119,048 122,123

31-Dec-24 79,576 79,543 79,626 81,683

31-Mar-25 39,919 39,902 39,944 40,975

Aggregate 30,109,286 30,096,829 30,128,019 30,874,569

Total 121,208,703

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USE OF PROCEEDS

The Issuance Proceeds are expected to total U.S.$913,026,000 and shall be applied in the following

manner:

(a) the Trustee shall declare a trust over the Issuance Proceeds and proceeds thereof for the benefit of

the Certificateholders;

(b) the Trustee shall purchase certain Rights to Travel pursuant to the Purchase of Services

Agreement in consideration for payment of the ATKM Purchase Price (which shall be the

aggregate of: (i) the Initial ATKM Amount, payable by the Purchaser to the Seller (or to the

Seller's order) on the Closing Date; and (ii) the ATKM On-Demand Amount, which will be

payable on demand in four instalments, each such instalment being payable on the relevant

ATKM Payment Date; and

(c) the Trustee shall agree to contribute to the Owner Trustee the Issuance Proceeds Balance and all

of its interest, rights, benefits and entitlements, present and future, in and to the Rights to Travel

and, pursuant to the Owner Declaration of Trust, the Owner Trustee shall use such assets:

(i) to credit the Secured Proceeds Account with the Issuance Proceeds Balance;

(ii) to procure the acquisition of four Specified Aircraft pursuant to the terms of the

Procurement Agreement using funds from the Secured Proceeds Account together with

the Rights to Travel; and

(iii) to lease such Specified Aircraft to the Lessor,

and shall enter into the Owner Trust Transaction Documents, the Security Documents to which it

is a party, and each of the relevant Proceeds Agreements.

In summary, the Issuance Proceeds Balance is held in the Secured Proceeds Account from the Closing

Date, and the Rights to Travel (once transferred) are held on trust by the Owner Trustee, pending

application of both thereof in accordance with the Transaction Documents in connection with the

procurement of the Specified Aircraft.

Underwriting commissions and certain other expenses related to the issuance of the Certificates will be

paid by Emirates separately. In no event will such commissions or expenses be paid from the Issuance

Proceeds or from scheduled payments on the Certificates.

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DESCRIPTION OF THE TRUSTEE

General

The Trustee, a Cayman Islands exempted company with limited liability, was incorporated on 21 January

2015 under the Companies Law (2013 Revision) of the Cayman Islands with company registration

number 295875. The Trustee was established for the sole purpose of issuing the Certificates and entering

into the transactions contemplated by the Transaction Documents to which it is (or will be) a party. The

registered office of the Trustee is at the offices of MaplesFS Limited at P.O. Box 1093, Queensgate

House, Grand Cayman, KY1-1102, Cayman Islands, and its telephone number is +1 345 945 7099.

The authorised share capital of the Trustee is U.S.$50,000 consisting of 50,000 ordinary shares of a par

value of U.S.$1.00 each, 250 of which have been issued. All of the issued shares (the "Shares") are fully-

paid and are or will be held by MaplesFS Limited as share trustee (the "Share Trustee") under the terms

of a declaration of trust (the "Trustee Share Declaration of Trust") under which the Share Trustee will

hold the Shares in trust until the Termination Date (as defined in the Trustee Share Declaration of Trust).

Prior to the Termination Date, the trust is an accumulation trust, but the Share Trustee (with the prior

written consent of the ECA Security Trustee) has the power to benefit a Qualified Charity (as defined in

the Trustee Share Declaration of Trust) or the ECA Security Trustee (in its capacity as such). It is not

anticipated that any distribution will be made whilst any Certificate is outstanding. Following the

Termination Date, the Share Trustee will wind up the trust and make a final distribution to such Qualified

Charity. The Share Trustee has no beneficial interest in, and derives no benefit (other than its fee for

acting as Share Trustee) from, its holding of the Shares.

Business of the Trustee

The Trustee has no prior operating history or prior business and will not have any substantial liabilities

other than in connection with the Certificates and pursuant to the ATKM Sale and Purchase Agreement,

and any Separate Issuance (if applicable). The Certificates are the obligations of the Trustee alone and not

the Share Trustee.

The objects for which the Trustee is established are set out in clause 3 of its Memorandum of Association

as registered or adopted on 21 January 2015.

Financial Statements

Since its date of incorporation, no financial statements of the Trustee have been prepared. The Trustee is

not required by Cayman Islands law, and does not intend, to publish audited financial statements.

Directors of the Trustee

The Directors of the Trustee are as follows:

Name Function at the Trustee Other appointments outside Issuer

Phillip Hinds Director Senior Vice President of MaplesFS

Limited

David Hogan Director Vice President of MaplesFS Limited

The business address for each of Phillip Hinds and David Hogan is c/o MaplesFS Limited, P.O. Box

1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.

The Trustee has no subsidiaries or employees.

Conflicts

There are no conflicts of interest between the private interests or other duties of the Directors listed above

and their duties to the Trustee.

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The Trustee Administrator

MaplesFS Limited also acts as the corporate administrator of the Trustee (in such capacity, the "Trustee

Administrator"). The office of the Trustee Administrator serves as the general business office of the

Trustee. Through the office, and pursuant to the terms of an administration and incentive agreement

entered or to be entered into between the Trustee, the Trustee Administrator, Emirates and the ECA

Security Trustee (the "Corporate Services Agreement"), the Trustee Administrator has agreed to

perform in the Cayman Islands and/or such other jurisdiction as may be agreed by the parties from time to

time various management functions on behalf of the Trustee and to provide certain clerical, administrative

and other services until termination of the Corporate Services Agreement. The Trustee and the Trustee

Administrator have also entered into a registered office agreement (the "Registered Office Agreement")

for the provision of registered office facilities to the Trustee. In consideration of the foregoing, the

Trustee Administrator will receive various fees payable by the Trustee at rates agreed upon from time to

time, plus expenses.

The terms of the Corporate Services Agreement provide that the Trustee Administrator shall retire

forthwith when required to do so by notice in writing from (a) the ECA Security Trustee and Emirates or

(b) in certain circumstances, the ECA Security Trustee only or (c) if the Secured Obligations (as defined

in each All Parties Agreement) have been paid, performed and discharged in full, Emirates only. In

addition, the Corporate Services Agreement provides that the Trustee Administrator shall be entitled to

retire on three months' written notice to the other parties thereto if the fees, expenses and indemnity

payments payable to the Trustee Administrator or to the Trustee pursuant to the Corporate Services

Agreement are not settled within thirty days of becoming payable and are not paid in full within such

notice period.

The terms of the Registered Office Agreement provide that either the Trustee or the Trustee

Administrator may terminate such agreement upon the occurrence of certain stated events, including any

breach by the other party of its obligations under such agreement. In addition, the Registered Office

Agreement provides that either party shall be entitled to terminate such agreement by giving at least three

months' notice in writing to the other party.

The Trustee Administrator will be subject to the overview of the Trustee's Board of Directors.

The Trustee Administrator's principal office is P.O. Box 1093, Boundary Hall, Cricket Square, Grand

Cayman, KY1-1102, Cayman Islands.

The Directors of the Trustee are all employees or officers of the Trustee Administrator or an affiliate

thereof. The Trustee has no employees and is not expected to have any employees in the future.

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DESCRIPTION OF EMIRATES

The following has been extracted from public sources. Investors in the Certificates should conduct their

own investigation of the creditworthiness of Emirates. See Risk Factors – Information on Emirates and

the Guarantor.

Emirates was established as a government-owned corporation with limited liability on 26 June 1985

pursuant to Decree No. (2) of 1985 by His Highness Sheikh Maktoum bin Rashid Al Maktoum, the then

Crown Prince and Deputy Ruler of Dubai (as amended by Decree No. (7) of 1991 issued by His Highness

Sheikh Maktoum bin Rashid Al Maktoum, the then Ruler of Dubai). The decree awarded Emirates the

right to operate domestic and international commercial air services and designated Emirates as the

national airline for the Emirate of Dubai. The registered office of Emirates is PO Box 686, Dubai, United

Arab Emirates. Emirates constitutes an independent entity within the "Emirates Group". The main activity

of Emirates is the provision of commercial air transport services.

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DESCRIPTION OF THE GUARANTOR

The following has been extracted from public sources. Investors in the Certificates should conduct their

own investigation of the creditworthiness of the Guarantor. See Risk Factors – Information on Emirates

and the Guarantor.

The Export Credits Guarantee Department (currently operating as "UK Export Finance") ("ECGD" or

the "Guarantor") is the United Kingdom's export credit agency. ECGD is a British government

department reporting to the Secretary of State for Business, Innovation and Skills. ECGD contracts on

behalf of the Secretary of State and its liabilities are discharged by funds provided by Parliament or

charged on the consolidated fund of the United Kingdom. An obligation of ECGD under a validly

executed guarantee will therefore constitute an obligation of the United Kingdom.

ECGD's statutory powers are set out in the Export and Investment Guarantees Act 1991 (as amended) (the

"ECGD Act"). Amongst other matters, the ECGD Act empowers ECGD to make arrangements in

connection with supplies by persons carrying on business in the United Kingdom of goods or services to

persons carrying on business outside the United Kingdom. The arrangements that may be made by

ECGD pursuant to this statutory power in the ECGD Act are arrangements for providing financial

facilities or assistance for, or for the benefit of, persons carrying on business. Presently, ECGD provides

such facilities or assistance in the form of guarantees, insurance and loans

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SUMMARY OF PRINCIPAL TRANSACTION DOCUMENTS

The following is a summary of certain provisions of the principal Transaction Documents and is qualified

in its entirety by reference to the detailed provisions of the principal Issuer Trust Transaction Documents,

the Owner Trust Transaction Documents and the ECGD Guarantee. Copies of the Issuer Trust

Transaction Documents, the Owner Trust Transaction Documents and the ECGD Guarantee will be

available for inspection at the registered office of the Principal Paying Agent in London and the offices of

the Trustee in the Cayman Islands during normal business hours on any weekday (Saturdays, Sundays

and public holidays excepted).

Capitalised terms used but not defined in this Summary of Principal Issuer Trust Transaction Documents

and ECGD Guarantee have the meaning given to them in the Conditions.

ECGD Guarantee

See Section "Summary of ECGD Guarantee".

Issuer Declaration of Trust

The Issuer Declaration of Trust will be entered into on the Closing Date between Emirates, the Trustee

and the Delegate and will be governed by English law. Pursuant to the Issuer Declaration of Trust, the

Trustee shall hold on trust for the Certificateholders the Issuer Trust Assets, but will have the power to,

and shall, create security over, mortgage, assign and otherwise encumber, the Issuer Trust Assets in

accordance with the Security Documents in favour of the ECA Security Trustee (but not in favour of the

Trustee or the Certificateholders).

Pursuant to the Issuer Declaration of Trust (and subject to the provisions thereof), subject to the Security

Interests to be created (and the Trustee's right to do so) pursuant to the Trustee Security Documents in

favour of the ECA Security Trustee (on behalf of ECGD and certain other secured parties, but not the

Certificateholders) and each of the Proceeds Agreements, the Trustee holds the following assets upon

trust absolutely for the holders of the Certificates pro rata on an undivided basis according to the

principal amount of Certificates held by each holder:

(a) the Issuance Proceeds, pending application thereof in accordance with the terms of the Purchase

of Services Agreement and the Owner Declaration of Trust;

(b) all of the Trustee's interests, rights, benefits and entitlements, present and future, in and to the

Rights to Travel which are purchased by the Trustee pursuant to the Purchase of Services

Agreement and which have not yet been contributed to the Owner Trust or sold pursuant to the

ATKM Purchase Undertaking (as the case may be) pending distribution thereof in accordance

with the terms of the Owner Declaration of Trust;

(c) all of the Trustee's interests, rights, benefits and entitlements, present and future, in, to and under:

(i) the Issuer Trust Transaction Documents (excluding any representations given by Emirates to

the Trustee pursuant to any of the Issuer Trust Transaction Documents), including the right to

receive payments under the Owner Trustee Payment Obligations and the Owner Trustee Sale

Undertaking Obligations; and (ii) each of the Proceeds Agreements;

(d) all monies standing to the credit of the Transaction Account from time to time; and


(the items listed above from (a) to (e) (inclusive) the "Issuer Trust Assets").

As sole beneficiary of the Owner Trust, the Trustee shall be entitled to (and shall hold on trust for the

Certificateholders), subject to the security interests to be created pursuant to the Security Documents, the

income and proceeds from the Owner Trust Assets, which shall include the Leased Aircraft and the rights

to receive payments pursuant to the leasing arrangements of such Leased Aircraft.

With effect from the execution of the Issuer Declaration of Trust, in respect of the Issuer Trust created by

the Issuer Declaration of Trust, the Trustee, by way of security for the performance of all covenants,

obligations and duties of the Trustee to the Certificateholders under the Issuer Declaration of Trust,

- 93-

irrevocably and unconditionally appoints the Delegate to be its attorney and in its name, on its behalf and

as its act and deed to: (a) execute, deliver and perfect all documents; and (b) to exercise all of the present

and future duties, powers (including the power to sub-delegate), trusts, authorities (including, but not

limited to, the authority to request directions from any Certificateholders and the power to make any

determinations to be made under the Issuer Trust Transaction Documents) and discretions vested in the

Trustee by the Issuer Declaration of Trust, that the Delegate may consider to be necessary or desirable in

order, after the Guarantor fails to pay a Guaranteed Amount required to be paid in accordance with the

terms of the ECGD Guarantee due on the relevant Default Payment Date, (subject to it being indemnified

and/or secured and/or prefunded to its satisfaction):

(A) to exercise all of the rights of the Trustee under the Issuer Declaration of Trust and the other

Issuer Trust Transaction Documents (provided that no obligations, duties, Liabilities or

covenants of the Trustee pursuant to the Issuer Declaration of Trust or any other Issuer Trust

Transaction Document shall be imposed on the Delegate by virtue of such delegation), to enforce

the payment obligations of the Guarantor under the ECGD Guarantee, and to take such other

steps as the Trustee or the Delegate may consider necessary to recover amounts due to the

Trustee and to which the Certificateholders are entitled as beneficiaries of the Issuer Trust; and

(B) to make such distributions from the Issuer Trust Assets as the Trustee is bound to make in

accordance with the Issuer Declaration of Trust,

((A) and (B) together, the "Delegation" of the "Relevant Powers"), provided that in no circumstances

will such Delegation result in the Delegate holding the Issuer Trust Assets on trust as trustee and provided

further that such Delegation and the Relevant Powers shall not include any duty, power, trust, authority or

discretion to hold any of the Issuer Trust Assets, to dissolve the Issuer Trust if the Certificates shall have

become due and payable in accordance with Condition ‎13 (Capital Distributions of the Issuer Trust), or

to determine the remuneration of the Delegate.

Pursuant to the Issuer Declaration of Trust: (a) each of the Trustee, and in the circumstances described in

Clause 6 and Clause 7.1 of the Issuer Declaration of Trust, the Delegate shall to the extent that it receives

any amounts in respect of the Issuer Trust Assets, pay such amounts into the Transaction Account for

payment in accordance with Condition ‎5.3 (The Issuer Trust – Application of Proceeds from the Issuer

Trust Assets); and (b) the Trustee shall cause the Principal Paying Agent to apply the monies standing to

the credit of the Transaction Account from time to time in the manner set out in Condition ‎5.3 (The Issuer

Trust – Application of Proceeds from the Issuer Trust Assets).

Enforcement of Guaranteed Amounts

If the Guarantor is in breach of its obligations to pay the relevant Guaranteed Amount on the relevant Due

Date for payment under the ECGD Guarantee, the Guarantor shall still be entitled to direct the ECA

Facility Agent to direct the ECA Security Trustee in writing to (i) exercise the ECA Security Trustee's

rights under the relevant Aircraft Purchase Undertakings and/or, (ii) exercise the ECA Security Trustee's

rights under the ATKM Purchase Undertaking, as applicable, in accordance with Condition ‎13 (Capital

Distributions of the Issuer Trust); however, none of the Trustee, or the Delegate (acting on behalf of the

Trustee or on the instructions of the Certificateholders) or any Certificateholder, is entitled to accelerate

the Certificates for redemption prior to the Scheduled Dissolution Date and, in such circumstances, the

Trustee (acting through the Delegate in the interests of the Certificateholders) shall only be entitled to

claim against the Guarantor the relevant Guaranteed Amount not so paid by ECGD under the ECGD

Guarantee.

Limited Recourse against the Guarantor

Pursuant to the Delegation of Relevant Powers, the Delegate may, if the Guarantor fails to pay a

Guaranteed Amount required to be paid in accordance with the terms of the ECGD Guarantee due on the

relevant Default Payment Date, at its sole discretion and without notice, take such proceedings and/or

other steps as it may think fit against or in relation to the Guarantor to enforce the obligations of the

Guarantor under the ECGD Guarantee in accordance with its terms, provided however that the Delegate

shall not be bound in any circumstances to take any action, proceeding or step to enforce, or take any

action against the Guarantor under the terms of the ECGD Guarantee or otherwise, to realise the Issuer

Trust Assets unless directed or requested to do so: (a) by an Extraordinary Resolution; or (b) in writing by

the holders of at least one-fifth of the then aggregate principal amount of the Certificates then

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outstanding, and in either case then only if it shall be indemnified and/or secured and/or prefunded to its

full satisfaction against all costs, losses, damages, expenses or liabilities to which it may thereby render

itself liable or which it may incur by so doing, provided that the Delegate shall not be liable for the

consequences of exercising or not exercising its discretion or taking or refraining from taking any such

action and may do so without having regard to the effect of such action on individual Certificateholders.

Purchase of Services Agreement

Pursuant to the Purchase of Services Agreement the Seller will sell and transfer on the Closing Date to the

Trustee as Purchaser all of the Seller's interests, rights, title, benefits and entitlements, present and future,

in, to and under the relevant Rights to Travel in consideration for payment by the Purchaser of the ATKM

Purchase Price.

The ATKM Purchase Price comprises: (i) the Initial ATKM Amount (which is payable by the Purchaser

to the Seller (or to the Seller's order) on the Closing Date); and (ii) the ATKM On-Demand Amount,

which will be payable on demand in four instalments, each such instalment being payable on the relevant

ATKM Payment Date (subject to, if the relevant ATKM Payment Date is a date on which a Delivery

occurs, Emirates delivering to the Trustee and the Owner Trustee a Certificate of Delivery in respect of

the relevant Specified Aircraft where permitted to do so in accordance with the Procurement Agreement).

See further: (a) Condition ‎5.2 (The Issuer Trust – The Owner Trust Assets); and (b) "The Owner

Declaration of Trust – Procurement of Specified Aircraft and the Rights to Travel" and "Procurement

Agreement, Owner Declaration of Trust, All Parties Agreement, Secured Proceeds Account Agreement,

Purchase of Services Agreement and the ATKM Purchase Undertaking" below.

ATKM Purchase Undertaking

Pursuant to the ATKM Purchase Undertaking, Emirates shall grant in favour of the Trustee and the ECA

Security Trustee an ATKM Purchase Undertaking, pursuant to which it will undertake:

(a) upon the exercise of the ATKM Purchase Undertaking upon a Dissolution Event during the

Delivery Period, to purchase all of the Trustee's rights, title, interests, benefits and entitlements

present and future, in, to and under the outstanding Rights to Travel on the ATKM Redemption

Date specified in the ATKM Exercise Notice;

(b) upon the exercise of the ATKM Purchase Undertaking upon a Non-Delivery Event, to purchase

all of the Trustee's rights, title, interests, benefits and entitlements present and future, in, to and

under the Rights to Travel measured in the relevant portion of ATKMs outstanding which

correspond to the relevant Specified Aircraft not delivered on the Delivery Period End Date;

in each case in consideration for the relevant ATKM Exercise Price.

Upon notice from the ECA Facility Agent to the Trustee (with a copy to the Principal Paying Agent and

the Delegate) that the ATKM Purchase Undertaking has been exercised, the Trustee shall in accordance

with Condition ‎17 (Notices) give:

(a) not less than two Banking Days notice to the Certificateholders thereof and that the Certificates

shall be redeemable in part in accordance with Condition ‎13.2 (Capital Distributions of the

Issuer Trust – Mandatory Partial Dissolution following a Non-Delivery Event); or

(b) not less than five and no more than ten Banking Days notice to the Certificateholders thereof and

that the Certificates shall be redeemable in whole in accordance Condition ‎13.4 (Capital

Distributions of the Issuer Trust – Dissolution in Whole following a Dissolution Event) (as

applicable).

See further: (a) Condition ‎5.2 (The Issuer Trust – The Owner Trust Assets); (b) "Procurement Agreement,

Owner Declaration of Trust, All Parties Agreement, Secured Proceeds Account Agreement, Purchase of

Services Agreement and the ATKM Purchase Undertaking"; and "Aircraft Purchase Undertakings"

below.

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The Owner Declaration of Trust

The Owner Trust

Pursuant to the Owner Declaration of Trust, on the Closing Date the Trustee shall contribute to the Owner

Trustee the Issuance Proceeds Balance and all of its interest, rights, benefits and entitlements, present and

future, in and to the Rights to Travel and the Owner Trustee shall use such assets to: (a) credit the Secured

Proceeds Account with the Issuance Proceeds Balance; (b) procure the acquisition of Specified Aircraft

pursuant to the terms of the Procurement Agreement using funds from the Secured Proceeds Account and

the Rights to Travel; (c) lease such Specified Aircraft to the Lessor, and shall enter into the Owner Trust

Transaction Documents, the Security Documents to which it is a party and each of the relevant Proceeds

Agreements.

Pursuant to the Owner Declaration of Trust, the Owner Trustee shall hold on trust for the Trustee as

beneficiary the Owner Trust Assets, but will have the power to, and shall, create security over, mortgage,

assign and otherwise encumber, the Owner Trust Assets in accordance with the Security Documents in

favour of the ECA Security Trustee (but not in favour of the Trustee or the Certificateholders) and,

following the creation of any such security interests over any Owner Trust Assets by the Owner Trustee,

the Owner Trustee shall hold on trust for the Trustee as beneficiary the equity of redemption over such

secured Owner Trust Assets.

Pursuant to the Owner Declaration of Trust, the Owner Trustee will declare a trust for the sole benefit of

the Trustee over the following, subject to the Security Interests to be created (and the Owner Trustee's

right to do so) pursuant to the Security Documents to which it is a party in favour of the ECA Security

Trustee (on behalf of ECGD and certain other secured parties, but not the Trustee nor the

Certificateholders) and each of the Proceeds Agreements:

(a) the Issuance Proceeds Balance received from the Trustee pending application thereof in

accordance with the terms of the Owner Trust Transaction Documents;

(b) the interests, rights, benefits and entitlements, present and future, of the Trustee in and to the

Rights to Travel which were purchased by the Trustee pursuant to the Purchase of Services

Agreement and which have been contributed by the Trustee to the Owner Trustee pursuant to the

Owner Declaration of Trust and remain to be transferred to Emirates pursuant to the terms of the

Procurement Agreement or returned to the Trustee pursuant to the terms of the Owner


(c) the interests, rights, benefits and entitlements, present and future, of the Owner Trustee in, to and

under the Leased Aircraft and the Owner Trust Transaction Documents (excluding any

representations given by Emirates to the Owner Trustee pursuant to any of the Owner Trust

Transaction Documents); and

(d) all proceeds of the foregoing,

(the items listed above from (a) to (d) (inclusive), the "Owner Trust Assets").

Procurement Agreement, Owner Declaration of Trust, All Parties Agreement, Secured Proceeds

Account Agreement, Purchase of Services Agreement and the ATKM Purchase Undertaking

Procurement of Specified Aircraft and Rights to Travel

The procurement of Specified Aircraft, and non-delivery of any such Specified Aircraft (as applicable),

and satisfaction of the relevant obligations of the parties in respect thereof, is provided for in the

Procurement Agreement, Owner Declaration of Trust, All Parties Agreement, Secured Proceeds Account

Agreement, the Purchase of Services Agreement and the ATKM Purchase Undertaking.

Pursuant to the terms of the Owner Declaration of Trust, the Owner Trustee shall be entitled to use the

Rights to Travel as payment in kind in satisfaction of a portion of the Aircraft Consideration payable by

the Owner Trustee (which is equal to the relevant portion of the ATKM On-Demand Amount) for the

purchase of each of the relevant Specified Aircraft on the relevant Delivery Date pursuant to the terms of

the Procurement Agreement.

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Pursuant to the terms of the Procurement Agreement, on the relevant Delivery Date of a Specified

Aircraft, the Owner Trustee shall: (i) in satisfaction of a portion of the relevant Aircraft Consideration

payable (which is equal to the relevant portion of the ATKM On-Demand Amount), transfer to Emirates

the relevant portion of the Rights to Travel attributable to the relevant Specified Aircraft; and (ii) in

satisfaction of the remaining portion of the relevant Aircraft Consideration payable to Emirates, in

accordance with the terms of the Secured Proceeds Account Agreement cause to be deducted from the

Issuance Proceeds Balance in the Secured Proceeds Account an amount equal to such remaining portion

of the relevant Aircraft Consideration and pay such amount directly to the Manufacturer (in satisfaction of

Emirates' obligation to pay the equivalent amount to the Manufacturer in respect of the relevant Specified

Aircraft).

In order to satisfy the Trustee's payment obligations to Emirates under the Purchase of Services

Agreement, pursuant to the terms of the Owner Declaration of Trust, on the relevant Delivery Date of a

Specified Aircraft the Owner Trustee (on behalf of the Trustee as sole beneficiary of the Owner Trust)

shall cause to be deducted from the Issuance Proceeds Balance in the Secured Proceeds Account in

accordance with the terms of the Secured Proceeds Account Agreement an amount equal to the relevant

portion of the ATKM On-Demand Amount payable by the Trustee to Emirates on such date (which shall

be an amount equal to the relevant portion of the relevant Aircraft Consideration) and to make payment of

such amount to the Manufacturer (in satisfaction of Emirates' obligation to pay the equivalent amount to

the Manufacturer in respect of the relevant Specified Aircraft).

As a result of the above, and following satisfaction of Emirates' obligation to pay the EK Delivery

Advance Rental Amount under the relevant EK Forward Lease Agreement and the Lessor's obligation to

pay the Owner Delivery Advance Rental Amount under the relevant Owner Forward Lease Agreement,

on the Delivery Date of a Specified Aircraft, it is expected that the Manufacturer shall receive the full

cash amount of the Aircraft Price payable to it in respect of Delivery of the relevant Specified Aircraft

(including the relevant financing portion of the purchase price of the relevant Specified Aircraft).

Rights to Travel and Non-Delivery of Specified Aircraft or a Dissolution Event during the Delivery

Period

Pursuant to the ATKM Purchase Undertaking, the ECA Security Trustee may, exercise its rights requiring

Emirates:

(a) upon the exercise of the ATKM Purchase Undertaking upon a Dissolution Event during the

Delivery Period, to purchase all of the Trustee's rights, title, interests, benefits and entitlements

present and future, in, to and under the outstanding Rights to Travel on the ATKM Redemption

Date specified in the ATKM Exercise Notice;

(b) upon the exercise of the ATKM Purchase Undertaking upon a Non-Delivery Event, to purchase

all of the Trustee's rights, title, interests, benefits and entitlements present and future, in, to and

under the Rights to Travel measured in the relevant portion of ATKMs outstanding which

correspond to the relevant Specified Aircraft not delivered on the Delivery Period End Date,

in each case at the relevant ATKM Exercise Price.

Pursuant to the terms of the Owner Declaration of Trust, upon the exercise of the ATKM Purchase

Undertaking in accordance with Condition ‎13.2 (Capital Distributions of the Issuer Trust – Mandatory

Partial Dissolution following a Non-Delivery Event) or Condition ‎13.4 (Capital Distributions of the

Issuer Trust – Dissolution in Whole following a Dissolution Event) (as applicable), the Owner Trustee

shall make available to the Trustee on the relevant ATKM Redemption Date all or the relevant portion of

Rights to Travel in order for the Trustee to transfer to Emirates such Rights to Travel.

Pursuant to the terms of the All Parties Agreement, each of the Trustee, Emirates, the Owner Trustee, the

Lessor and the ECA Facility Agent agree and acknowledge in respect of the relevant ATKM Redemption

Date the following:

(a) the component of the ATKM Exercise Price set out in paragraph (a) of the ATKM Exercise Price

definition payable by Emirates to the Trustee under the ATKM Purchase Undertaking shall be (A)

set-off against the relevant portion of the outstanding ATKM On-Demand Amount payable by

the Trustee to Emirates under the Purchase of Services Agreement on such ATKM Redemption

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Date; and (B) settled by Emirates directing ECGD to pay to the Transaction Account the relevant

portion of the outstanding amount due from ECGD to Emirates under the Reimbursement

Agreement on such ATKM Redemption Date; and

(b) the component of the ATKM Exercise Price set out in paragraph (b) (which is the profit amount

payable) of the ATKM Exercise Price definition payable by Emirates to the Trustee under the

ATKM Purchase Undertaking shall be set-off against the obligation of the Owner Trustee to pay

an amount equal to the Owner Advance Rental Amount directly to the Lessor under the Owner

Forward Lease Agreement (which shall also satisfy the Lessor's obligation to pay the equivalent

amount to Emirates under the relevant EK Forward Lease Agreement) on the relevant

Termination Date or Non-Delivery Event (as applicable).

Owner Forward Lease Agreements, EK Forward Lease Agreements and Secured Proceeds Account

Agreement

The Delivery Period

The Owner Trustee and the Lessor shall on the Closing Date enter into an Owner Forward Lease

Agreement in respect of each Leased Aircraft (each such Leased Aircraft corresponding to the Specified

Aircraft to be delivered pursuant to the terms of the Procurement Agreement). Under the Owner Forward

Lease Agreements, and in accordance with the Scheduled Delivery, the Lessor shall be obliged to pay:

(a) on the Closing Date, to the Owner Trustee the Owner Initial Advance Rental Amounts, which in

aggregate is an amount equal to the Periodic Profit Distribution Amount payable under the

Certificates on the first Periodic Distribution Date; and

(b) on the relevant Delivery Date, the Owner Delivery Advance Rental Amount (which is the

amount equal to the equity portion of the full consideration payable to the Manufacturer by

Emirates in respect of the relevant Specified Aircraft, being an amount in U.S. Dollars equal to

the amount by which the Aircraft Price exceeds the Aircraft Consideration).

Emirates is obliged to pay the equivalent of amounts equal to: (i) Owner Initial Advance Rental Amounts;

and (ii) Owner Delivery Advance Rental Amounts, on the Closing Date and the relevant Delivery Date,

respectively, under the relevant EK Forward Lease Agreements. The Lessor's obligation to pay to the

Owner Trustee, and Emirates' obligation to pay to the Lessor: (x) the amount in clause (a) above, shall be

satisfied by Emirates crediting such amount to the Secured Proceeds Account on the Closing Date; and

(y) the amount in clause (b) above, shall be satisfied by Emirates paying such amount directly to the

Manufacturer on the relevant Delivery Date.

To the extent that delivery of the Specified Aircraft follows the Scheduled Delivery, on the Banking Day

prior to:

(a) the first Periodic Distribution Date:

(i) an amount equal to the relevant portion of the first Periodic Profit Distribution Amount

corresponding to the three Specified Aircraft which have delivered shall be deducted

from the Secured Proceeds Account and credited to the Transaction Account pursuant to

the terms of the Secured Proceeds Account Agreement, and an amount equal to the

relevant portion of the first Periodic Profit Distribution Amount corresponding to the

fourth Specified Aircraft not yet delivered shall be payable to the Transaction Account in

the amount of the Owner Further Advance Rental Amount under the Owner Forward

Lease Agreement in respect of such Specified Aircraft; and

(ii) an amount equal to the relevant portion of the first Periodic Principal Distribution

Amount relating to the three Specified Aircraft delivered prior to the first Periodic

Distribution Date shall be payable to the Transaction Account in the amount of the sum

of Owner Periodic Principal Rental Amounts under the Owner Forward Lease

Agreements in respect of such delivered Specified Aircraft; and

(b) the second Periodic Distribution Date:

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(i) an amount equal to the relevant portion of the second Periodic Profit Distribution

Amount relating to the fourth Specified Aircraft delivered during the second Return

Accumulation Period shall be deducted from the Secured Proceeds Account and credited

to the Transaction Account pursuant to the terms of the Secured Proceeds Account

Agreement, and an amount equal to the relevant portion of the second Periodic Profit

Distribution Amount relating to the three Specified Aircraft delivered prior to the first

Periodic Distribution Date shall be payable to the Transaction Account in the amount of

the sum of Owner Periodic Profit Rental Amounts under the Owner Forward Lease

Agreements in respect of such Specified Aircraft; and

(ii) an amount equal to the second Periodic Principal Distribution Amount shall be payable

to the Transaction Account in the amount of the sum of Owner Periodic Principal Rental

Amounts under the Owner Forward Lease Agreements in respect of all four delivered

Specified Aircraft.


delivered during the second Return Accumulation Period, the relevant portion of the Periodic Distribution

Amount attributable to such Specified Aircraft not so delivered payable on the Certificates on the first

Periodic Distribution Date shall not be funded from the amounts standing to the credit of the Secured

Proceeds Account but shall be funded by payment to the Transaction Account of the Owner Further

Advance Rental Amount payable under the relevant Owner Forward Lease Agreement and relevant EK

Forward Lease Agreement on the Banking Day prior to the first Periodic Distribution Date.



Distribution Amount attributable to such Specified Aircraft payable on the Certificates on the first

Periodic Distribution Date which was not deducted from the Secured Proceeds Account on the Banking

Day prior to the first Periodic Distribution Date shall be deducted from the Secured Proceeds Account

and credited to the Transaction Account pursuant to the terms of the Secured Proceeds Account

Agreement on the Banking Day prior to the second Periodic Distribution Date to fund the relevant portion

of the Periodic Profit Distribution Amount attributable to such Specified Aircraft payable on the

Certificates on the second Periodic Distribution Date. Such transfer from the Secured Proceeds Account

to the Transaction Account shall be set off against the obligation to pay the Owner Periodic Profit Rental

Amount under the relevant Owner Forward Lease Agreement and relevant EK Forward Lease Agreement

on the Banking Day prior to the second Periodic Distribution Date.

Emirates is obliged to pay the equivalent of amounts equal to: (i) Owner Further Advance Rental

Amounts; (ii) Owner Periodic Principal Rental Amounts; and (iii) Owner Periodic Principal Rental

Amounts, on the Banking Day prior to the relevant Periodic Distribution Date under the relevant EK

Forward Lease Agreements. The Lessor's obligation to pay to the Owner Trustee, and Emirates'

obligation to pay to the Lessor, such amounts shall be satisfied by Emirates crediting such amounts to the

Transaction Account on the Banking Day prior to the relevant Periodic Distribution Date in accordance

with the terms of the EK Forward Lease Agreements.

Upon the occurrence of a Non-Delivery Event in respect of a Specified Aircraft:

(a) the Lessor's obligation to pay to the Owner Trustee the Owner Delivery Advance Rental Amount,

and Emirates' obligation to pay to the Lessor the EK Delivery Advance Rental Amount, shall

each be extinguished; and

(b) the Owner Trustee shall be required to refund to Lessor the Owner Advance Rental Amount, and

the Lessor shall be required to refund to Emirates the EK Advance Rental Amount,

under the relevant Owner Forward Lease Agreement and relevant EK Forward Lease Agreement,

respectively. See further Condition ‎5.2 (The Issuer Trust – The Owner Trust Assets) and "Procurement

Agreement, Owner Declaration of Trust, All Parties Agreement, Secured Proceeds Account Agreement,

Purchase of Services Agreement and the ATKM Purchase Undertaking" in respect of satisfaction of the

refund obligations in paragraph (b).

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Leased Aircraft

Following the Delivery Period End Date, amounts equal to the relevant portion of the Periodic

Distribution Amount which relates to the relevant Leased Aircraft and which is payable on the

Certificates on each Periodic Distribution Date shall be payable on the Banking Day prior to relevant the

Periodic Distribution Date to the Transaction Account in the amount of the sum of Owner Periodic

Principal Rental Amounts and Owner Periodic Profit Rental Amounts under the Owner Forward Lease

Agreements in respect of all delivered Specified Aircraft.

Aircraft Purchase Undertakings

The Lessor shall grant in favour of the Owner Trustee and the ECA Security Trustee an Aircraft Purchase

Undertaking in respect of each of the Leased Aircraft, pursuant to which it will undertake, upon the

exercise of the relevant Aircraft Purchase Undertaking following the occurrence of a Dissolution Event,

to purchase all of the Owner Trustee's interests, rights and title in and to the Leased Aircraft (to be

transferred to it or to a nominee, as applicable) in consideration for the relevant Aircraft Exercise Price.

At any time following the occurrence of a Dissolution Event, without any requirement for a Non-Payment

Notice, the Guarantor shall be entitled at its discretion to (and shall in accordance with the terms of the

Reimbursement Agreement):

(i) direct the ECA Facility Agent to direct the ECA Security Trustee in writing, if the Dissolution

Event occurred prior to the Delivery Period End Date, to exercise the rights of the ECA Security

Trustee under the ATKM Purchase Undertaking and the relevant outstanding Aircraft Purchase

Undertakings (as applicable) in accordance with Condition ‎13.4 (Capital Distributions of the

Issuer Trust – Dissolution in Whole following a Dissolution Event); or

(ii) direct the ECA Facility Agent to direct the ECA Security Trustee in writing, if the Dissolution

Event occurred after the Delivery Period End Date, to exercise the rights of the ECA Security

Trustee under the relevant Aircraft Purchase Undertakings in accordance with Condition ‎13.3

(Capital Distributions of the Issuer Trust – Partial Dissolution following a Dissolution Event)

or ‎13.4 (Capital Distributions of the Issuer Trust – Dissolution in Whole following a Dissolution

Event) (as applicable).

Upon notice from the ECA Facility Agent to the Trustee (with a copy to the Principal Paying Agent and

the Delegate) that one or more of the Aircraft Purchase Undertakings have been exercised, the Trustee

shall notify the Certificateholders thereof in accordance with Condition ‎17 (Notices) and the Certificates

shall:

(a) continue to be redeemed in accordance with Condition ‎13.1 (Capital Distributions of the Issuer

Trust – Scheduled Dissolution), provided that the Dissolution Event Tangibility Requirement is

satisfied;

(b) subject to Condition ‎13.11 (Capital Distributions of the Issuer Trust - Revocable Notice), be

redeemed in part in accordance with Condition ‎13.3 (Capital Distributions of the Issuer Trust –

Partial Dissolution following a Dissolution Event) at the relevant Partial Dissolution Amount

(such amount as elected and notified by the ECA Facility Agent to the Trustee); or

(c) subject to Condition ‎13.11 (Capital Distributions of the Issuer Trust - Revocable Notice), be

redeemed in whole in accordance with Condition ‎13.4 (Capital Distributions of the Issuer Trust –

Dissolution in Whole following a Dissolution Event).

Aircraft Sale Undertaking

The Owner Trustee shall grant in favour of Emirates an Aircraft Sale Undertaking in respect of each of

the Leased Aircraft, pursuant to each of which it will undertake to sell to Emirates all of its interests,

rights and title, present and future, in and to relevant Leased Aircraft upon the exercise of the relevant

Aircraft Sale Undertaking:

(a) at any time from but excluding the Delivery Period End Date, but prior to the occurrence of a

Dissolution Event or a Potential Dissolution Event, in consideration for the relevant Aircraft Sale

Undertaking Exercise Price, in respect of which, provided that the aggregate of the Aircraft Sale

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Undertaking Exercise Prices under the terms of the Aircraft Sale Undertakings so exercised has

been credited to the Transaction Account, and subject to notification thererof by the ECA Facility

Agent to the Trustee, the Certificates shall be redeemed in whole or in part in accordance with

Condition ‎‎13.5 (Capital Distributions of the Issuer Trust – Dissolution in Whole or in Part by

Emirates); or

(b) at any time after the Discharge Date, and provided that the Certificates have been redeemed in

whole and Emirates has irrevocably and unconditionally discharged all of its obligations under

the Transaction Documents, in which case the Aircraft Sale Undertaking Exercise Price for each

Leased Aircraft shall be U.S.$10.

Security Documents

In respect of any of the Trustee's present and future rights, title and interests in:

(a) each of the Leased Aircraft (as sole beneficiary of the Owner Trust), the Trustee shall enter into a

Mortgage and a Cape Town Security Agreement in respect of each such Leased Aircraft; and

(b) certain of the Issuer Trust Assets and the Issuer Trust Transaction Documents (excluding,

amongst other things, the ECGD Guarantee), the Trustee shall enter into the Trustee Security

Assignment,

in order to create Security Interests over such rights in favour of the ECA Security Trustee (on behalf of

ECGD and certain other secured parties, but not the Certificateholders).

In respect of any of the Owner Trustee's rights, title and interests in each of the Leased Aircraft and the

Owner Trust Transaction Documents (other than the ECGD Guarantee), the Owner Trustee shall enter

into the Security Documents to which it is a party (including a Mortgage and a Cape Town Security

Agreement in respect of each such Leased Aircraft) in order to create Security Interests over such rights

in favour of the ECA Security Trustee (on behalf of ECGD and certain other secured parties, but not the

Trustee or the Certificateholders).

Upon the occurrence of a Certificates Trigger Event, the ECA Security Trustee (on behalf of ECGD and

certain other secured parties, but not the Certificateholders) shall be entitled to enforce the security

created, pursuant to the Security Documents and the Proceeds Agreements.

The Guarantor's obligations to pay the Guaranteed Amounts are irrevocable and unconditional under, and

subject to, the terms of the ECGD Guarantee but are not subject to any security.

Reimbursement Agreement

Pursuant to the terms of the Reimbursement Agreement, upon the occurrence of a Certificates Trigger

Event (and certain other events as provided for therein), the ECA Facility Agent shall be entitled to claim

against the Owner Trustee and Emirates (on a joint and several basis) the Reimbursement Amount and the

ECA Security Trustee shall be entitled to enforce the security granted to the ECA Security Trustee under

the Security Documents. The Reimbursement Amount (as defined in the Reimbursement Agreement) is

calculated by reference to, amongst other things, all Scheduled Payments which are then, or will be, due

from the Trustee.

Pursuant to the terms of the Reimbursement Agreement, the ECA Facility Agent shall instruct the ECA

Security Trustee to, immediately prior to the point of sale of a Leased Aircraft, exercise the relevant

Aircraft Purchase Undertaking corresponding to such Leased Aircraft following enforcement of the

security created pursuant to the Security Documents. In doing so, the payment obligation of the Lessor to

pay the relevant Aircraft Exercise Price to the Owner Trustee is crystallised, such payment obligation

being a Guaranteed Obligation under the ECGD Guarantee. The ECA Security Trustee shall exercise the

ATKM Purchase Undertaking in respect of a Non-Delivery Event in accordance with Condition ‎13.4

(Capital Distributions of the Issuer Trust – Dissolution in Whole following a Dissolution Event). To the

extent that Emirates pays the Reimbursement Amount in accordance with the terms of the

Reimbursement Agreement, following exercise of the Aircraft Purchase Undertakings by the ECA

Security Trustee, the ECA Security Trustee shall procure that Emirates shall be the nominee purchaser

pursuant to the terms of the relevant Aircraft Purchase Undertakings.

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FORM OF CERTIFICATES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES

Form of the Certificates

Each Global Certificate contains provisions which apply to the Certificates in respect of which it is issued

whilst they are represented by the relevant Global Certificate, some of which modify the effect of the

Conditions. The following is a summary of those provisions. Unless otherwise defined, terms defined in

the Conditions have the same meaning below.

The Certificates sold in offshore transactions to non-U.S. persons in reliance on Regulation S (the

"Regulation S Certificates") will be represented by one or more global Regulation S certificates in fully

registered form (the "Regulation S Global Certificates"). Beneficial interests in a Regulation S Global

Certificate may only be offered or sold to non-U.S. persons outside the United States in reliance on

Regulation S and may not be held otherwise than through Euroclear or Clearstream, Luxembourg. Such

Regulation S Global Certificate will bear a legend regarding such restrictions on transfer. See Clearance

and Settlement – Payments and relationship of participants with clearing systems.

The Certificates sold within the United States to QIBs who are also QPs in reliance on Rule 144A (the

"Restricted Certificates") will be represented by one or more global Rule 144A certificates in fully

registered form (the "Restricted Global Certificates"), which will be deposited with a custodian for, and

will be registered in the name of a nominee for, DTC. Beneficial interests in the Restricted Global

Certificates may only be held through DTC and its direct or indirect participants including Euroclear and

Clearstream, Luxembourg at any time. See Clearance and Settlement – Payments and relationship of

participants with clearing systems. Beneficial interests in the Restricted Global Certificates may only be

held by QIBs that are QPs, holding their interests for their own account or for the account of one or more

QIBs, each of which is a QP. By acquisition of a beneficial interest in the Restricted Global Certificates,

the purchaser thereof will be deemed to represent, among other things, that it is a QIB and a QP and that,

if in the future it determines to transfer such beneficial interest, it will transfer such interest in accordance

with the procedures and restrictions contained in the Restricted Global Certificates. See – Transfer

Restrictions.

The Regulation S Global Certificates and the Restricted Global Certificates are referred to herein as the

"Global Certificates". Beneficial interests in the Global Certificates will be subject to certain restrictions

on transfer set out therein and in the Paying Agency Agreement and such Global Certificates will bear a

legend as set out under – Transfer Restrictions.

No beneficial interest in the Regulation S Global Certificates may be transferred to a person who takes

delivery in the form of a beneficial interest in the Restricted Global Certificates unless: (i) the transfer is

to a person that is both a QIB and a QP; (ii) such transfer is made in reliance on Rule 144A; and (iii) the

transferor provides a Transfer Agent or the Registrar with a written certification substantially in the form

set out in the Paying Agency Agreement to the effect that the transferor reasonably believes that the

transferee is both a QIB and a QP purchasing the beneficial interest for its own account or any account of

a QIB who is also a QP, in each case, in a transaction meeting the requirements of Rule 144A and that

such transaction is in accordance with any applicable securities laws of any state of the United States or

any other jurisdiction. No beneficial interest in the Restricted Global Certificates may be transferred to a

person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificates

unless: (i) the transfer is being made to a non-U.S. person in an offshore transaction in accordance with

Rule 903 or Rule 904 of Regulation S; and (ii) the transferor provides a Transfer Agent or the Registrar

with a written certification substantially in the form set out in the Paying Agency Agreement to the effect

that the transfer is being made to a non-U.S. person in an offshore transaction in accordance with

Regulation S.

Any beneficial interest in the Regulation S Global Certificates that is transferred to a person who takes

delivery in the form of an interest in the Restricted Global Certificates will, upon transfer, cease to be an

interest in the Regulation S Global Certificates and become an interest in the Restricted Global

Certificates, and, accordingly, will thereafter be subject to all transfer restrictions and other procedures

applicable to beneficial interests in the Restricted Global Certificates for as long as it remains such an

interest. Any beneficial interest in the Restricted Global Certificates that is transferred to a person who

takes delivery in the form of an interest in the Regulation S Global Certificates will, upon transfer, cease

to be an interest in the Restricted Global Certificates and become an interest in the Regulation S Global

Certificates and, accordingly, will thereafter be subject to all transfer restrictions and other procedures

- 102-

applicable to beneficial interests in the Regulation S Global Certificates for so long as it remains such an

interest. No service charge will be made for any registration of transfer or exchange of Certificates, but

the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge

payable in connection therewith.

Upon receipt of the Global Certificates, the relevant clearing system or the custodian will credit, on its

internal system, the respective principal amount of the individual beneficial interests represented by each

such Global Certificate to the accounts of persons who have accounts with such clearing system.

Ownership of beneficial interests in Global Certificates will be limited to persons who have accounts with

the relevant clearing system or persons who hold interests through participants, including Euroclear and

Clearstream, Luxembourg in the case of DTC. Ownership of beneficial interests in the Global Certificates

will be shown on, and the transfer of that ownership will be effected only through, records maintained by

Euroclear, Clearstream, Luxembourg and/or DTC or its nominee (with respect to interests of participants)

and the records of participants (with respect to interests of persons other than participants).

Except in the limited circumstances described below, owners of beneficial interests in Global Certificates

will not be entitled to receive physical delivery of certificated Certificates.

Holders

For so long as all of the Certificates are represented by one or more of the Global Certificates and each

Global Certificate is held on behalf of DTC, Euroclear and/or Clearstream, Luxembourg or their

respective nominees, each person (other than another clearing system) who has for the time being a

particular aggregate principal amount of such Certificates credited to his securities account in the records

of Euroclear or Clearstream, Luxembourg or, as the case may be, DTC or its nominee (each, a

"Certificateholder") (in which regard any certificate or other document issued by such clearing system

as to the aggregate principal amount of such Certificates standing to the account of any person shall be

conclusive and binding for all purposes save in the case of manifest error) shall be deemed to be the

Certificateholder in respect of the aggregate principal amount of such Certificates (and the expression

"Certificateholders" and references to "holding of Certificates" and to "holder of Certificates" shall be

construed accordingly) for all purposes other than with respect to payments on such Certificates, the right

to which shall be vested, as against the Trustee and the Delegate, solely in the registered holder of the

relevant Global Certificate in accordance with and subject to its terms. Each Certificateholder must look

solely to the relevant clearing system, for its share of each payment made to the registered holder of the

relevant Global Certificate.

Cancellation or partial redemption

Cancellation or partial redemption of any Certificate represented by a Global Certificate will be effected

by reduction in the aggregate principal amount of the Certificates in the Register and by annotation of the

appropriate schedule to that Global Certificate, subject to the rules and procedures of the relevant clearing

system.

Payments

Payments of any Periodic Distribution Amount, Partial Redemption Amount, Dissolution Distribution

Amount and any amounts payable in respect of Certificates represented by a Global Certificate will be

made upon presentation and, at dissolution, surrender of the relevant Global Certificate at the specified

office of the Principal Paying Agent or to the order of the Registrar or such other office as may be

specified by the Registrar, all subject to and in accordance with the Conditions, the Issuer Declaration of

Trust and the Paying Agency Agreement.

Distributions of amounts with respect to book entry interests in the Certificates held through DTC,

Euroclear and/or Clearstream, Luxembourg or their respective nominees will be credited to the cash

accounts of participants in the relevant clearing system in accordance with the relevant clearing system's

rules and procedures.

A record of each payment made in respect of the Certificates will be entered into the Register by or on

behalf of the Registrar and shall be prima facie evidence that payment has been made.

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Notices

So long as all the Certificates are represented by one or more of the Global Certificates and each Global

Certificate is held on behalf of DTC, Euroclear and/or Clearstream, Luxembourg or their respective

nominees, notices to Certificateholders may be given by delivery of the relevant notice to the relevant

clearing systems for communication to entitled holders in substitution for notification as required by the

Conditions except that, so long as the Certificates are listed on any stock exchange, notices shall also be

published in accordance with the rules of such stock exchange. Any such notice shall be deemed to have

been given to the Certificateholders on the day after the day on which such notice is delivered to the

relevant clearing systems.

Registration of Title

The Registrar will not register title to the Certificates in a name other than that of a nominee for the

relevant clearing system for a period of fifteen days preceding the due date for any payment of any

Periodic Distribution Amount, Partial Redemption Amount or Dissolution Distribution Amount in respect

of the Certificates.

Transfers

Transfers of book entry interests in the Certificates will be effected through the records of Euroclear,

Clearstream, Luxembourg and/or DTC (and their respective direct and indirect participants) in accordance

with their respective rules and procedures.

Exchange for Definitive Certificates

Exchange

The Restricted Global Certificates will be exchangeable, free of charge to the holder, in whole but not in

part, for Certificates in definitive form ("Restricted Definitive Certificates") and the Regulation S

Global Certificates will be exchangeable, free of charge to the holder, in whole but not in part, for

Certificates in definitive form ("Regulation S Definitive Certificates" and, together with the Restricted

Definitive Certificates, the "Definitive Certificates") upon the occurrence of an Exchange Event.

For these purposes, "Exchange Event" means that: (i) in the case of the Global Certificates registered in

the name of a nominee for DTC, if: (a) DTC notifies the Trustee that it is no longer willing or able to

discharge properly its responsibilities as depositary with respect to such Global Certificates or DTC

ceases to be a "clearing agency" registered under the Exchange Act or is at any time no longer eligible to

act as such and no qualified successor clearing system satisfactory to the Delegate has been identified

within 90 days of receipt of such notice from DTC; or (b) any of the circumstances described in

Condition ‎15.2 (Enforcement – Delegate not obliged to take action) occurs or Condition ‎12.2 (Purchase

and Cancellation of Certificates – Exchange for Definitive Certificates if Excluded Certificates are not

cancelled); or (ii) in the case of the Global Certificates registered in the name of a nominee for a common

depositary for Euroclear and Clearstream, Luxembourg: (a) the Trustee has been notified that both

Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days

(other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to

cease business or have in fact done so and, in any such case, no successor clearing system is available; or

(b) any of the circumstances described in Condition ‎15.2 (Enforcement – Delegate not obliged to take

action) or Condition ‎12.2 (Purchase and Cancellation of Certificates – Exchange for Definitive

Certificates if Excluded Certificates are not cancelled) occurs.

In exchange for the relevant Global Certificate, as provided in the Paying Agency Agreement, the

Registrar will deliver or procure the delivery of an equal aggregate principal amount of duly executed

Definitive Certificates in or substantially in the form set out in the Issuer Declaration of Trust.

Delivery

In such circumstances, the relevant Global Certificate shall be exchanged in full for Definitive

Certificates and the Trustee will, at the cost of the Trustee (but against such indemnity as the Registrar or

any relevant Transfer Agent may require in respect of any tax or other duty of whatever nature which may

be levied or imposed in connection with such exchange), cause sufficient Definitive Certificates to be

executed and delivered to the Registrar for completion, authentication and dispatch to the relevant

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Certificateholders. A person having an interest in a Global Certificate must provide the Registrar with: (i)

a written order containing instructions and such other information as the Trustee and the Registrar may

require to complete, execute and deliver such Definitive Certificates; and (ii) in the case of the Restricted

Global Certificates only, a fully completed, signed certification substantially to the effect that the

exchanging holder is not transferring its interest at the time of such exchange or, in the case of

simultaneous sale pursuant to Rule 144A, a written certification that the transfer is being made in

compliance with the provisions of Rule 144A to a purchaser that the transferor reasonably believes to be a

QIB and a QP purchasing the beneficial interest for its own account or any account of a QIB who is also a

QP, in each case, in a transaction meeting the requirements of Rule 144A and that such transaction is in

accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

Definitive Certificates issued in exchange for a beneficial interest in the Restricted Global Certificates

shall bear the legends applicable to transfers pursuant to Rule 144A and Rule 3(c)(7) under the

Investment Company Act, as set out under "– Transfer Restrictions".

Legends and transfers

The holder of a Definitive Certificate may transfer the Certificates represented thereby in whole or in part

in the applicable Specified Denomination by surrendering it at the specified office of the Registrar or any

Transfer Agent, together with the completed form of transfer thereon. Upon the transfer, exchange or

replacement of a Definitive Certificate bearing the legend referred to under "– Transfer Restrictions", or

upon specific request for removal of the legend on a Definitive Certificate, the Trustee will deliver only

Definitive Certificates that bear such legend, or will refuse to remove such legend, as the case may be,

unless there is delivered to the Trustee and the Registrar such satisfactory evidence, which may include an

opinion of counsel, as may reasonably be required by the Trustee that neither the legend nor the

restrictions on transfer set out therein are required to ensure compliance with the provisions of the

Securities Act and the Investment Company Act. Restricted Definitive Certificates will bear the same (or

substantially the same) legend as the legend for the Restricted Global Certificates set out under "–

Transfer Restrictions". The Restricted Definitive Certificates may not at any time be held by or on behalf

of U.S. persons (as defined in Regulation S) that are not QIBs who are also QPs. Before any Regulation S

Definitive Certificate may be resold or otherwise transferred to a person who takes delivery in the form of

a Restricted Definitive Certificate, the transferor will be required to provide the Registrar with a written

certification substantially in the form set out in the Paying Agency Agreement to the effect that the

transferor reasonably believes that the transfer is: (i) to a person that is a QIB and a QP purchasing the

beneficial interest for its own account or any account of a QIB who is also a QP; and (ii) in each case in a

transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws

of any state of the United States or any other jurisdiction. Regulation S Definitive Certificates will bear

the same (or substantially the same) legend as the legend for the Regulation S Global Certificates set out

under "– Transfer Restrictions". Before any Restricted Definitive Certificates may be re-sold or otherwise

transferred to a person who takes delivery in the form of a Regulation S Definitive Certificate, the

transferor will be required to provide the Registrar with a written certification substantially in the form set

out in the Paying Agency Agreement to the effect that the transfer is being made to a non-U.S. person in

an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S.

Transfer Restrictions

Because of the following transfer restrictions, investors are advised to consult their own legal counsel

prior to making any re-offer, resale, pledge, transfer or disposal of Certificates.

The Certificates have not been and will not be registered under the Securities Act or with any securities

regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold

within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an

exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Accordingly, the Certificates are being offered and sold: (i) in the United States only to persons

reasonably believed to be QIBs that are also QPs in reliance on Rule 144A of the Securities Act; or (ii) to

non-U.S. persons in an offshore transaction in reliance on Regulation S.

Any re-offer, resale, pledge, transfer or other disposal, or attempted reoffer, resale, pledge, transfer or

other disposal, made other than in compliance with the restrictions noted below shall not be recognised by

the Trustee, Emirates or ECGD.

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Restricted Certificates

Each purchaser of a beneficial interest in the Restricted Certificates, by accepting delivery of this

Information Memorandum and the Restricted Certificates, will be deemed to have acknowledged,

represented and agreed that:

1. it: (a) is a QIB that is also a QP; (b) is not a broker-dealer that owns and invests on a

discretionary basis less than U.S.$25 million in securities of unaffiliated issuers; (c) is not a

participant-directed employee plan, such as a 401(k) plan; (d) is acquiring such Certificates for

its own account or for the account of one or more QIBs, each of which is also a QP; (e) was not

formed for the purpose of investing in the Certificates or the Trustee; and (f) is aware, and each

beneficial owner of such Certificates has been advised, that the seller of such Certificates may be

relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule

144A;

2. it will: (a) along with each account for which it is purchasing, hold and transfer interests in the

Restricted Certificates in a principal amount that is not less than U.S.$200,000; and (b) provide

notice of the transfer restrictions set forth herein to any subsequent transferees. In addition, it

understands that the Trustee may receive a list of participants holding positions in the Trustee's

securities from one or more book entry depositories;

3. it understands that such Certificates have not been and will not be registered under the Securities

Act and may not be offered, sold, pledged or otherwise transferred except:

(a) in accordance with Rule 144A to a U.S. person that it and any person acting on its behalf

reasonably believe is a QIB that is also a QP purchasing for its own account or for the

account of one or more QIBs, each of which is a QP; or

(b) to a non-U.S. person in an offshore transaction within the meaning of Regulation S in

accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act,

in each case in accordance with any applicable securities laws of any State of the United States

and it will, and each subsequent holder of the Restricted Certificates is required to, notify any

purchaser of the Restricted Certificates from it of the resale restrictions on the Restricted

Certificates;

4. it understands that the Restricted Certificates sold in this offering constitute "restricted securities"

within the meaning of Rule 144 under the Securities Act, and for so long as they remain

"restricted securities" such Restricted Certificates may not be transferred except as described in

paragraph (3) above;

5. it understands that the Trustee has the power to compel any owner of such Certificates that is a

U.S. person and is not a QIB and a QP to sell its Certificates, or may sell such interest on behalf

of such owner. In the case of Restricted Definitive Certificates, the Trustee has the right to refuse

to honour the transfer of an interest in the Restricted Certificates to a person who is not both a

QIB and a QP. Any purported transfer of the Restricted Certificates to a purchaser that does not

comply with the requirements of the transfer restrictions herein will be of no force and effect and

will be void ab initio;

6. it understands the Restricted Certificates, unless the Trustee determines otherwise in accordance

with applicable law, will bear a legend in or substantially in the following form:

"THE CERTIFICATE REPRESENTED HEREBY HAS NOT BEEN AND WILL NOT BE

REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE

"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF

ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND

ACCORDINGLY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE

TRANSFERRED EXCEPT: (A) IN ACCORDANCE WITH RULE 144A UNDER THE

SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER AND ANY

PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED

INSTITUTIONAL BUYER (A "QIB") WITHIN THE MEANING OF RULE 144A THAT IS A

QUALIFIED PURCHASER (A "QP") WITHIN THE MEANING OF SECTION 2(A)(51) OF

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THE UNITED STATES INVESTMENT COMPANY ACT OF 1940 (THE "INVESTMENT

COMPANY ACT") PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF

ONE OR MORE QIBS EACH OF WHICH IS A QP WHOM THE HOLDER HAS

INFORMED, IN EACH CASE, THAT THE OFFER, SALE, PLEDGE OR OTHER

TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES

ACT, AND IN AN AMOUNT FOR EACH ACCOUNT OF NOT LESS THAN U.S.$200,000;

OR (B) (1) OUTSIDE THE UNITED STATES TO A PERSON WHO IS NOT A U.S. PERSON

WITHIN THE MEANING OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE

SECURITIES ACT ("REGULATION S") AND (2) EACH ACCOUNT WILL HOLD AND

TRANSFER NOT LESS THAN U.S.$200,000 IN PRINCIPAL AMOUNT OF CERTIFICATES

AT ANY TIME, AND, IN EACH OF CASE (A) AND (B), IN ACCORDANCE WITH ANY

APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE

UNITED STATES, AND THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS

REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE CERTIFICATES

REPRESENTED HEREBY IN RESPECT HEREOF OF THE RESALE RESTRICTIONS

REFERRED TO ABOVE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL

BE OF NO FORCE OR EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE

TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY

INSTRUCTIONS TO THE CONTRARY TO THE TRUSTEE OF THIS CERTIFICATE OR

ANY INTERMEDIARY. NO REPRESENTATION CAN BE MADE AS TO THE

AVAILABILITY OF ANY EXEMPTION UNDER THE SECURITIES ACT FOR RESALES

OF THIS CERTIFICATE.

IF THE BENEFICIAL OWNER HEREOF IS A U.S. PERSON WITHIN THE MEANING OF

REGULATION S, SUCH BENEFICIAL OWNER REPRESENTS THAT: (1) IT IS A QIB

THAT IS ALSO A QP; (2) IT IS NOT A BROKER DEALER WHICH OWNS AND INVESTS

ON A DISCRETIONARY BASIS LESS THAN U.S.$25,000,000 IN SECURITIES OF

UNAFFILIATED ISSUERS; (3) IT IS NOT A PARTICIPANT-DIRECTED EMPLOYEE

PLAN, SUCH AS A 401(K) PLAN; (4) IT IS HOLDING THE CERTIFICATES

REPRESENTED HEREBY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE

OR MORE QIBS, EACH OF WHICH IS A QP; (5) IT WAS NOT FORMED FOR THE

PURPOSE OF INVESTING IN THE TRUSTEE OR THE CERTIFICATES REPRESENTED

HEREBY; (6) IT, AND EACH ACCOUNT FOR WHICH IT HOLDS CERTIFICATES, WILL

HOLD AND TRANSFER AT LEAST U.S.$200,000; (7) IT UNDERSTANDS THAT THE

TRUSTEE MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS

SECURITIES FROM ONE OR MORE BOOK ENTRY DEPOSITARIES; AND (8) IT WILL

PROVIDE NOTICE OF THE FOREGOING TRANSFER RESTRICTIONS TO ITS

SUBSEQUENT TRANSFEREES.

THE BENEFICIAL OWNER HEREOF HEREBY ACKNOWLEDGES THAT IF AT ANY

TIME WHILE IT HOLDS AN INTEREST IN THIS CERTIFICATE THAT IS NOT A QIB

AND A QP, THE TRUSTEE MAY: (A) COMPEL IT TO SELL ITS INTEREST IN THIS

CERTIFICATE TO A PERSON WHO IS (I) A QIB AND A QP THAT IS, IN EACH CASE,

OTHERWISE QUALIFIED TO PURCHASE THE CERTIFICATES REPRESENTED

HEREBY IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE

SECURITIES ACT OR (II) NOT A U.S. PERSON IN AN OFFSHORE TRANSACTION

WITHIN THE MEANING OF REGULATION S; OR (B) COMPEL THE BENEFICIAL

OWNER TO SELL ITS INTEREST IN THE CERTIFICATES REPRESENTED HEREBY TO

THE TRUSTEE OR TRANSFER ITS INTEREST IN THIS CERTIFICATE TO A PERSON

DESIGNATED BY OR ACCEPTABLE TO THE TRUSTEE AT A PRICE EQUAL TO THE

LESSER OF (X) THE PURCHASE PRICE THEREFOR PAID BY THE BENEFICIAL

OWNER, (Y) 100 PER CENT. OF THE PRINCIPAL AMOUNT THEREOF OR (Z) THE FAIR

MARKET VALUE THEREOF. THE TRUSTEE HAS THE RIGHT TO REFUSE TO HONOUR

A TRANSFER OF AN INTEREST IN THE CERTIFICATES REPRESENTED HEREBY TO A

U.S. PERSON WHO IS NOT A QIB AND A QP. THE TRUSTEE HAS NOT BEEN AND

WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT.

BY ACCEPTING THIS CERTIFICATE (OR ANY INTEREST IN THE CERTIFICATES

REPRESENTED HEREBY) EACH BENEFICIAL OWNER HEREOF, AND EACH

FIDUCIARY ACTING ON BEHALF OF THE BENEFICIAL OWNER (BOTH IN ITS

INDIVIDUAL AND CORPORATE CAPACITY), WILL BE DEEMED TO REPRESENT,

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WARRANT AND AGREE THAT, DURING THE PERIOD IT HOLDS ANY INTEREST IN

THIS CERTIFICATE: (A) IT IS NOT, AND IT IS NOT ACTING ON BEHALF OF AN

"EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE U.S.

EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED

("ERISA")) SUBJECT TO THE PROVISIONS OF PART 4 OF SUBTITLE B OF TITLE I OF

ERISA, A "PLAN" AS DEFINED IN AND TO WHICH SECTION 4975 OF THE U.S.

INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE") APPLIES, OR ANY

ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF

SUCH AN EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY

(EACH, A "BENEFIT PLAN INVESTOR"), AND NO PART OF THE ASSETS TO BE

USED BY IT TO PURCHASE OR HOLD SUCH CERTIFICATES OR ANY INTEREST

HEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR; AND (B) IF

IT IS, OR IS ACTING ON BEHALF OF A GOVERNMENTAL, CHURCH OR NON-U.S.

PLAN, OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE

THE ASSETS OF ANY SUCH PLAN SUCH ACQUISITION, HOLDING AND DISPOSITION

DOES NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT

VIOLATION OF ANY LAWS THAT ARE SUBSTANTIALLY SIMILAR TO SECTION 406

OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE

OR ANY TRANSACTIONS THEREBY TO ANY LAWS, RULES OR REGULATIONS

APPLICABLE TO SUCH PLAN AS A RESULT OF THE INVESTMENT IN THE TRUSTEE

BY SUCH PLAN. NO PURCHASE BY OR TRANSFER TO A BENEFIT PLAN INVESTOR

OF THIS CERTIFICATE, OR ANY INTEREST HEREIN, WILL BE EFFECTIVE, AND

NEITHER THE TRUSTEE NOR THE DELEGATE WILL RECOGNISE ANY SUCH

ACQUISITION OR TRANSFER. IN THE EVENT THAT THE TRUSTEE DETERMINES

THAT THIS CERTIFICATE IS HELD BY A BENEFIT PLAN INVESTOR, THE TRUSTEE

MAY CAUSE A SALE OR TRANSFER IN THE MANNER DESCRIBED IN THE

INFORMATION MEMORANDUM.

THE TRUSTEE MAY COMPEL EACH BENEFICIAL OWNER OF THE CERTIFICATES

REPRESENTED HEREBY TO CERTIFY PERIODICALLY THAT SUCH BENEFICIAL

OWNER IS A QIB AND A QP.";

7. it acknowledges, represent and agrees that the Trustee, Emirates, the Registrar, the Managers and

their affiliates, and others will rely upon the truth and accuracy of the foregoing

acknowledgements, representations and agreements, and agrees that, if any of the

acknowledgements, representations or agreements deemed to have been made by it by its

purchase of Restricted Certificates is no longer accurate, it shall promptly notify the Trustee,

Emirates, the Registrar and the Managers. If it is acquiring any Certificates as a fiduciary or

agent for one or more investor accounts, it represents that it has sole investment discretion with

respect to each such account and that it has full power to make the foregoing acknowledgements,

representations and agreements on behalf of each account; and

8. it understands that the Restricted Certificates will be represented by interests in one or more

Restricted Global Certificates. Before any interest in a Restricted Global Certificate may be

offered, sold, pledged or otherwise transferred to a person who takes delivery in the form of an

interest in a Regulation S Global Certificate, it will be required to provide a Transfer Agent or the

Registrar with a written certification (in the form provided in the Paying Agency Agreement) as

to compliance with applicable securities laws.

Prospective purchasers are hereby notified that sellers of the Certificates may be relying on the

exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

Regulation S Certificates

Each purchaser of a beneficial interest in the Regulation S Certificates and each subsequent purchaser of

Regulation S Certificates, by accepting delivery of this Information Memorandum and the Regulation S

Certificates, will be deemed to have represented, agreed and acknowledged that:

1. it is not a U.S. person and it is located outside the United States (in each case, within the meaning

of Regulation S) and it is not an affiliate of the Trustee, Emirates or a person acting on behalf of

the Trustee, Emirates or such an affiliate;

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2. it is, or at the time the Regulation S Certificates are purchased it will be, the beneficial owner of

such Regulation S Certificates;

3. the Regulation S Certificates have not been and will not be registered under the Securities Act or

with any securities regulatory authority of any state or other jurisdiction of the United States and

that it will not offer, sell, pledge or otherwise transfer Regulation S Certificates except: (a) in

accordance with Rule 144A in an amount not less than U.S.$200,000 to a person that it and any

person acting on its behalf reasonably believes is a QIB that is also a QP purchasing for its own

account or for the account of a QIB that is also a QP each of which is purchasing not less than

U.S.$200,000; or (b) to a non-U.S. person within the meaning of Regulation S in an offshore

transaction in accordance with Rule 903 or Rule 904 of Regulation S, in each case in accordance

with any applicable securities laws of any state or other jurisdiction of the United States;

4. it understands that the Regulation S Certificates, unless otherwise determined by the Trustee in

accordance with applicable law, will bear a legend substantially in the following form:

"THE CERTIFICATE REPRESENTED HEREBY HAS NOT BEEN AND WILL NOT BE

REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE

"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF

ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND

ACCORDINGLY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE

TRANSFERRED OR DISPOSED OF WITHIN THE UNITED STATES OR TO A U.S.

PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER

THE SECURITIES ACT.

BY ACCEPTING THIS CERTIFICATE (OR ANY INTEREST IN THE CERTIFICATES

REPRESENTED HEREBY) EACH BENEFICIAL OWNER HEREOF, AND EACH

FIDUCIARY ACTING ON BEHALF OF THE BENEFICIAL OWNER (BOTH IN ITS

INDIVIDUAL AND CORPORATE CAPACITY), WILL BE DEEMED TO REPRESENT,

WARRANT AND AGREE THAT, DURING THE PERIOD IT HOLDS ANY INTEREST IN

THIS CERTIFICATE: (A) IT IS NOT, AND IT IS NOT ACTING ON BEHALF OF AN

"EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE U.S.

EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED

("ERISA")) SUBJECT TO THE PROVISIONS OF PART 4 OF SUBTITLE B OF TITLE I OF

ERISA, A "PLAN" AS DEFINED IN AND TO WHICH SECTION 4975 OF THE U.S.

INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE") APPLIES, OR ANY

ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF

SUCH AN EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY

(EACH, A "BENEFIT PLAN INVESTOR"), AND NO PART OF THE ASSETS TO BE

USED BY IT TO PURCHASE OR HOLD SUCH CERTIFICATES OR ANY INTEREST

HEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR; AND (B) IF

IT IS, OR IS ACTING ON BEHALF OF A GOVERNMENTAL, CHURCH OR NON-U.S.

PLAN, OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE

THE ASSETS OF ANY SUCH PLAN SUCH ACQUISITION, HOLDING AND DISPOSITION

DOES NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT

VIOLATION OF ANY LAWS THAT ARE SUBSTANTIALLY SIMILAR TO SECTION 406

OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE

OR ANY TRANSACTIONS THEREBY TO ANY LAWS, RULES OR REGULATIONS

APPLICABLE TO SUCH PLAN AS A RESULT OF THE INVESTMENT IN THE TRUSTEE

BY SUCH PLAN. NO PURCHASE BY OR TRANSFER TO A BENEFIT PLAN INVESTOR

OF THIS CERTIFICATE, OR ANY INTEREST HEREIN, WILL BE EFFECTIVE, AND

NEITHER THE TRUSTEE NOR THE DELEGATE WILL RECOGNISE ANY SUCH

ACQUISITION OR TRANSFER. IN THE EVENT THAT THE TRUSTEE DETERMINES

THAT THIS CERTIFICATE IS HELD BY A BENEFIT PLAN INVESTOR, THE TRUSTEE

MAY CAUSE A SALE OR TRANSFER IN THE MANNER DESCRIBED IN THE

INFORMATION MEMORANDUM.

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE

SECURITIES ACT OR ANY OTHER APPLICABLE U.S. STATE SECURITIES LAWS AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR

TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN

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ACCORDANCE WITH THE PAYING AGENCY AGREEMENT AND PURSUANT TO AN

EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT

TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.";

5. it acknowledges, represents and agrees that the Trustee, Emirates, the Registrar, the Managers

and their affiliates, and others will rely upon the truth and accuracy of the foregoing

acknowledgements, representations and agreements, and agrees that, if any of the

acknowledgements, representations or agreements deemed to have been made by it by its

purchase of Regulation S Certificates is no longer accurate, it shall promptly notify the Trustee,

Emirates, the Registrar and the Managers; and

6. it understands that the Regulation S Certificates will be evidenced by interests in one or more

Regulation S Global Certificates. Before any interest in a Regulation S Global Certificate may be

offered, sold, pledged or otherwise transferred to a person who takes delivery in the form of an

interest in a Restricted Global Certificate, it will be required to provide a Transfer Agent or the

Registrar with a written certification (in the form provided in the Paying Agency Agreement) to

the effect that the transferor reasonably believes that the transfer is: (i) to a person that is a QIB

and a QP purchasing the beneficial interest for its own account or the account of a QIB who is

also a QP; and (ii) in each case in a transaction meeting the requirements of Rule 144A and in

accordance with any applicable securities laws of any state or other jurisdiction of the United

States.

ERISA Transfer Restrictions

Each purchaser or transferee of the Certificates (or any interest in a Certificate) will be deemed to have

acknowledged, represented and agreed that (a) it is not and is not acting on behalf of: (i) a Plan, or (ii) a

governmental, church or non-U.S. plan or entity whose underlying assets are deemed to include the assets

of any such plan, unless, under this subsection (ii), the acquisition, holding and disposition of the

Certificate would not result in a violation of any Similar Law or subject the Trustee or any transaction

thereby to any such Similar Law and (b) it will not sell or otherwise transfer any Certificates or interest to

any person unless the same foregoing representations and warranties apply to that person.

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CLEARANCE AND SETTLEMENT

The information set out below is subject to any change in or reinterpretation of the rules, regulations and

procedures of DTC, Euroclear and/or Clearstream, Luxembourg currently in effect. The information in

this section concerning such clearing systems has been obtained from sources that the Trustee believes to

be reliable, but neither the Trustee nor Emirates takes any responsibility for the accuracy of this section.

The Trustee and Emirates only take responsibility for the correct extraction and reproduction of the

information in this section. Investors wishing to use the facilities of any of the clearing systems are

advised to confirm the continued applicability of the rules, regulations and procedures of the relevant

clearing system. None of the Trustee, Emirates, the Managers, the Agents or the Delegate will have any

responsibility or liability for any aspect of the records relating to, or payments made on account of,

beneficial ownership interests in the Certificates held through the facilities of any clearing system or for

maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Book-entry ownership

Delivery of the Certificates in book-entry form will be made on the Closing Date. The Certificates will be

represented by interests in one or more global certificates in registered form (the "Global Certificates")

deposited on or about the Closing Date with either: (i) a custodian for, and registered in the name of a

nominee of, DTC; or (ii) a common depositary for Euroclear and/or Clearstream, Luxembourg, and

registered in the name of a common nominee of Euroclear and/or Clearstream, Luxembourg. Interests in

the Global Certificates will be shown on, and transfers thereof will be effected only through, records

maintained by Euroclear and/or Clearstream, Luxembourg and/or DTC. Definitive Certificates evidencing

holdings of interests in the Certificates will be issued in exchange for interests in the Global Certificates

only in certain limited circumstances described herein.

The Trustee, and a relevant U.S. agent appointed for such purpose that is an eligible DTC participant, will

make application to DTC for acceptance in its book-entry settlement system of the Certificates

represented by the Restricted Global Certificates. The Trustee will also make application to Euroclear

and/or Clearstream, Luxembourg for acceptance in their respective book-entry systems in respect of the

Certificates to be represented by the Regulation S Global Certificates. The Regulation S Global

Certificates and Restricted Global Certificates will each have an ISIN and a Common Code, and

Restricted Global Certificates will also have a CUSIP. The Restricted Global Certificates and the

Regulation S Global Certificates will be subject to restrictions on transfer contained in a legend appearing

on the front of such Global Certificate, as set out under "Form of Certificates and Transfer Restrictions

Relating to U.S. Sales – Transfer Restrictions".

Upon the Restricted Global Certificates being registered in the name of a nominee of, and deposited with

a custodian for, DTC, DTC will electronically record the nominal amount of the Restricted Global

Certificates held within the DTC system. Investors may hold their beneficial interests in the Restricted

Global Certificates directly through DTC if they are participants in the DTC system, or indirectly through

organisations (including Euroclear and Clearstream, Luxembourg) which are participants in such system

(together, such direct and indirect participants of DTC shall be referred to as "DTC participants").

Ownership of beneficial interests in a Restricted Global Certificate accepted by DTC will be shown on,

and the transfer of such ownership will be effected only through, records maintained by DTC or its

nominee (with respect to the interests of direct participants) and the records of direct participants (with

respect to interests of indirect participants). All interests in the Restricted Global Certificates, including

those held through Euroclear and/or Clearstream, Luxembourg may be subject to the procedures and

requirements of DTC. Those interests held through Euroclear and/or Clearstream, Luxembourg may also

be subject to the procedures and requirements of such system.

Upon the Regulation S Global Certificates being registered in the name of nominees of, and deposited

with custodians for, Euroclear and Clearstream, Luxembourg, Euroclear and Clearstream, Luxembourg

will electronically record the nominal amount of the Regulation S Certificates held within the Euroclear

and Clearstream, Luxembourg systems. Investors may hold their beneficial interests in the Regulation S

Global Certificates directly through Euroclear and Clearstream, Luxembourg if they are participants in

the Euroclear and Clearstream, Luxembourg systems, or indirectly through organisations which are

participants in such system (together, such direct and indirect participants of Euroclear and Clearstream,

Luxembourg shall be referred to as "Euroclear and Clearstream, Luxembourg participants").

Ownership of beneficial interests in a Regulation S Global Certificate accepted by Euroclear and

Clearstream, Luxembourg will be shown on, and the transfer of such ownership will be effected only

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through, records maintained by Euroclear and Clearstream, Luxembourg or their nominees (with respect

to the interests of direct participants) and the records of direct participants (with respect to interests of

indirect participants). All interests in the Regulation S Global Certificates may be subject to the

procedures and requirements of Euroclear and Clearstream, Luxembourg. Those interests held through

any indirect participants may also be subject to the procedures and requirements of such systems.

Payments and relationship of participants with clearing systems

Payments of any Periodic Distribution Amount, Partial Redemption Amount, Dissolution Distribution

Amount and any other amount in respect of the Global Certificates will, in the absence of provisions to

the contrary, be made to the person shown on the Register as the registered holder of the Global

Certificates. None of the Trustee, the Delegate or any Agent shall have any responsibility or liability for

any aspect of the records relating to or payments made on account of ownership interests in any Global

Certificate or for maintaining, supervising or reviewing any records relating to such ownership interests.

In particular, the Trustee expects that, upon receipt of any payment in respect of Certificates represented

by a Global Certificate, DTC, Euroclear and Clearstream, Luxembourg or their respective nominees will

immediately credit the relevant participants' or accountholders' accounts in the relevant clearing system

with payments in amounts proportionate to their respective beneficial interests in the principal amount of

the relevant Global Certificate as shown on the records of the relevant clearing system or its nominee.

The Trustee also expects that payments by DTC, Euroclear and Clearstream, Luxembourg participants to

owners of beneficial interests in a Global Certificate held through such DTC, Euroclear and Clearstream,

Luxembourg participants will be governed by standing instructions and customary practices. Each of the

persons shown in the records of DTC, Euroclear and Clearstream, Luxembourg as the holder of a

Certificate represented by a Global Certificate must look solely to DTC, Euroclear and Clearstream,

Luxembourg for his share of each payment made by the Trustee to the holder of such Global Certificate

and in relation to all other rights arising under such Global Certificate, subject to and in accordance with

the respective rules and procedures of DTC, Euroclear and Clearstream, Luxembourg. Save as aforesaid,

such persons shall have no claim directly against the Trustee in respect of payments due on the

Certificates for so long as the Certificates are represented by such Global Certificate and the obligations

of the Trustee will be discharged by payment to the registered holder, as the case may be, of such Global

Certificate in respect of each amount so paid.

Transfer of Certificates

Transfers of interests in the Global Certificates within Euroclear, Clearstream, Luxembourg and DTC will

be in accordance with the usual rules and operating procedures of the relevant clearing system. The laws

of some states in the United States require that certain persons take physical delivery in definitive form of

securities. Consequently, the ability to transfer interests in the Restricted Global Certificate to such

persons may be limited. Because DTC can only act on behalf of direct participants, who in turn act on

behalf of indirect participants, the ability of a person having an interest in the Restricted Global

Certificate to pledge such interest to persons or entities that do not participate in DTC, or otherwise take

actions in respect of such interest, may be affected by the lack of a physical certificate in respect of such

interest.

Beneficial interests in the Regulation S Global Certificates may only be held through Euroclear and/or

Clearstream, Luxembourg. In the case of Certificates to be cleared through Euroclear, Clearstream,

Luxembourg and/or DTC, transfers may be made at any time by a holder of an interest in the Regulation

S Global Certificates to a transferee who wishes to take delivery of such interest through the Restricted

Global Certificates provided that any such transfer will, subject to the applicable procedures of Euroclear,

Clearstream, Luxembourg and/or DTC from time to time, only be made upon receipt by any transfer

agent of a written certificate from Euroclear or Clearstream, Luxembourg, as the case may be, (based on a

written certificate from the transferor of such interest) to the effect that such transfer is being made to a

person that the transferor reasonably believes is a QIB within the meaning of Rule 144A that is also a QP

purchasing the Certificates for its own account or any account of a QIB, each of which is also a QP, in

each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable

securities laws of any state of the United States. Any such transfer made thereafter of the Certificates

represented by such Regulation S Global Certificates will only be made upon request through Euroclear

or Clearstream, Luxembourg by the holder of an interest in the Regulation S Global Certificates to the

Delegate or other agent of details of that account at DTC to be credited with the relevant interest in the

Restricted Global Certificates. Transfers at any time by a holder of any interest in the Restricted Global

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Certificates to a transferee who takes delivery of such interest through the Regulation S Global

Certificates will, subject to the applicable procedures of Euroclear, Clearstream, Luxembourg and/or DTC

from time to time, only be made upon delivery to any transfer agent of a certificate setting forth

compliance with the provisions of Regulation S and giving details of the account at Euroclear or

Clearstream, Luxembourg, as the case may be, and DTC to be credited and debited, respectively, with an

interest in each relevant Global Certificate.

Subject to compliance with the transfer restrictions applicable to the Certificates described above and

under "Form of Certificates and Transfer Restrictions Relating to U.S. Sales – Transfer Restrictions",

cross-market transfers between DTC, on the one hand, and directly or indirectly through Euroclear or

Clearstream, Luxembourg accountholders, on the other, will be effected by the relevant clearing system in

accordance with its rules and through action taken by the custodian of the Global Certificates, the

Registrar and the Paying Agent.

On or after the Closing Date, transfers of Certificates between accountholders in Euroclear and/or

Clearstream, Luxembourg and transfers of Certificates between participants in DTC will generally have a

settlement date six business days after the trade date (i.e. T+6). The customary arrangements for delivery

versus payment will apply to such transfers.

Cross-market transfers between accountholders in Euroclear or Clearstream, Luxembourg and DTC

participants will need to have an agreed settlement date between the parties to such transfer. Because

there is no direct link between DTC, on the one hand, and Euroclear and Clearstream, Luxembourg, on

the other, transfers of interests between the Global Certificates will be effected through the Paying Agent,

the custodian of the Global Certificates, the Registrar and any transfer agent receiving instructions (and

where appropriate certification) from the transferor and arranging for delivery of the interests being

transferred to the credit of the designated account for the transferee. Transfers will be effected on the later

of: (i) three business days after the trade date for the disposal of the interest in the relevant Global

Certificate resulting in such transfer; and (ii) two business days after receipt by the Registrar of the

necessary certification or information to effect such transfer. In the case of cross-market transfers,

settlement between Euroclear or Clearstream, Luxembourg accountholders and DTC participants cannot

be made on a delivery versus payment basis. The securities will be delivered on a free delivery basis and

arrangements for payment must be made separately.

While the Global Certificates are lodged with DTC, Euroclear and Clearstream, Luxembourg, Certificates

represented by individual definitive certificates will not be eligible for clearing or settlement through

Euroclear, Clearstream, Luxembourg or DTC.

For a further description of restrictions on transfer of the Certificates, see Form of Certificates and

Transfer Restrictions Relating to U.S. Sales – Transfer Restrictions.

Information on DTC

DTC will take any action permitted to be taken by a holder of Certificates only at the direction of one or

more DTC participants in whose accounts with DTC interests in the Global Certificates are credited and

only in respect of such portion of the aggregate nominal amount of the relevant Global Certificate as to

which such DTC participant or participants has or have given such direction. However, the custodian of

the Global Certificates will surrender the relevant Global Certificate for exchange for individual definitive

certificates in certain limited circumstances.

DTC is a limited purpose trust company organised under the laws of the State of New York, a "banking

organisation" under the laws of the State of New York, a member of the U.S. Federal Reserve System, a

"clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing

agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to

hold securities for its participants and facilitate the clearance and settlement of securities transactions

between participants through electronic computerised book-entry changes in accounts of its participants,

thereby eliminating the need for physical movement of certificates. Direct participants include securities

brokers and dealers, banks, trust companies, clearing corporations and certain other organisations.

Indirect access to DTC is available to others, such as banks, securities brokers, dealers and trust

companies, that clear through or maintain a custodial relationship with a DTC direct participant, either

directly or indirectly.

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Information on Euroclear and Clearstream, Luxembourg

Each of Euroclear and Clearstream, Luxembourg holds securities for its customers and facilitates the

clearance and settlement of securities transactions by electronic book-entry transfer between their

respective account holders. Euroclear and Clearstream, Luxembourg provide various services including

safekeeping, administration, clearance and settlement of internationally traded securities and securities

lending and borrowing. Euroclear and Clearstream, Luxembourg also deal with domestic securities

markets in several countries through established depository and custodial relationships. Euroclear and

Clearstream, Luxembourg have established an electronic bridge between their two systems across which

their respective participants may settle trades with each other.

Euroclear and Clearstream, Luxembourg customers are worldwide financial institutions, including

underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect

access to Euroclear and Clearstream, Luxembourg is available to other institutions that clear through or

maintain a custodial relationship with an account holder of either system.

Although Euroclear, Clearstream, Luxembourg and DTC have agreed to the foregoing procedures in

order to facilitate transfers of beneficial interests in the Global Certificates among participants and

accountholders of Euroclear, Clearstream, Luxembourg and DTC, they are under no obligation to perform

or continue to perform such procedures, and such procedures may be discontinued at any time. None of

the Trustee, the Delegate or any Agent will have any responsibility for the performance by Euroclear,

Clearstream, Luxembourg or DTC or their respective direct or indirect participants or accountholders of

their respective obligations under the rules and procedures governing their operations.

While the Global Certificates are lodged with DTC, Euroclear and Clearstream, Luxembourg, Certificates

represented by individual definitive certificates will not be eligible for clearing or settlement through

Euroclear, Clearstream, Luxembourg or DTC.

Individual Definitive Certificates

Registration of title to Certificates in a name other than a custodian or its nominee for DTC, Euroclear or

Clearstream, Luxembourg will be permitted only in the circumstances set forth in "Form of Certificates

and Transfer Restrictions Relating to U.S. Sales – Form of Certificates – Exchange for Definitive

Certificates". In such circumstances, the Trustee and the Delegate will cause sufficient individual

definitive certificates to be executed and delivered to the Registrar for completion, authentication and

despatch to the relevant Certificate holder. A person having an interest in a Global Certificate must

provide the Registrar with certain information as specified in the Paying Agency Agreement.

Pre-issue trades settlement

It is expected that delivery of Certificates will be made against payment therefor on the Closing Date,

which could be more than three business days following the date of pricing. Under Rule 15c6-l under the

Exchange Act, trades in the secondary market generally are required to settle within six business days (i.e.

T+6), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to

trade Certificates on the date of pricing or the next succeeding business day will be required, by virtue of

the fact the Certificates initially will settle beyond T+6, to specify an alternative settlement cycle at the

time of any such trade to prevent a failed settlement. Settlement procedures in other countries will vary.

Purchasers of Certificates may be affected by such local settlement practices and purchasers of

Certificates who wish to trade Certificates on the date of pricing or the next succeeding business day

should consult their own adviser.

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TAXATION

The following is a general description of certain Cayman Islands, United Arab Emirates, United

Kingdom and United States tax considerations relating to the Certificates. It does not purport to be a

complete analysis of all tax considerations relating to the Certificates whether in those countries or

elsewhere. Prospective purchasers of Certificates should consult their own tax advisers as to the

consequences under the tax laws of the country of which they are resident for tax purposes and the tax

laws of the Cayman Islands, United Arab Emirates, United Kingdom and United States of acquiring,

holding and disposing of Certificates and receiving payments of profit, principal and/or other amounts

under the Certificates. This summary is based upon the law as in effect on the date of this Information

Memorandum and is subject to any change in law that may take effect after such date.

Also investors should note that the appointment by an investor in Certificates, or any person through

which an investor holds Certificates, of a custodian, collection agent or similar person in relation to such

Certificates in any jurisdiction may have tax implications. Investors should consult their own tax advisers

in relation to the tax consequences for them of any such appointment.

Cayman Islands

The following discussion of certain Cayman Islands income tax consequences of an investment in the

Certificates is based on the advice of Maples and Calder as to Cayman Islands law. The discussion is a

general summary of present law, which is subject to prospective and retroactive change. It is not intended

as tax advice, does not consider any investor's particular circumstances and does not consider tax

consequences other than those arising under Cayman Islands law. Purchasers of the Certificates should

consult their own tax advisers regarding the tax consequences to them of purchasing, holding, selling or

redeeming the Certificates under the laws of such purchasers' countries of citizenship, residence, ordinary

residence or domicile.

Under existing Cayman Islands laws:

(a) payments of any principal, distribution amounts and profit distribution amounts in respect of the

Certificates will not be subject to taxation in the Cayman Islands, no withholding in the Cayman

Islands will be required on such payments to any holder of a Certificate and gains derived from

the sale of Certificates will not be subject to Cayman Islands income or corporation tax. The

Cayman Islands currently has no income, corporation or capital gains tax and no estate duty,

inheritance tax or gift tax; and

(b) no stamp duty is payable in respect of the issue of the Certificates. An Instrument of transfer in

respect of a Certificate is stampable if executed in or brought into the Cayman Islands.

In the event that the Cayman Islands subsequently imposes withholding tax applicable to payments on the

Certificates, the Trustee is required to make such payments in such amounts as to "gross up" for such

withholding taxes.

The Trustee has been incorporated under the laws of the Cayman Islands as an exempted company with

limited liability and has applied for and expects to obtain an undertaking from the Governor in Cabinet of

the Cayman Islands substantially in the following form ("Tax Exemption Certificate":

"The Tax Concessions Law (2013 Revision) Undertaking as to Tax Concessions

In accordance with Section 6 of the Tax Concessions Law (2013 Revision) the Governor in Cabinet

undertakes with Khadrawy Limited (the "Company"):

(i) that no law which is hereafter enacted in the Islands imposing any tax to be levied on profits,

income, gains or appreciations shall apply to the Company or its operations; and

(ii) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the

nature of estate duty or inheritance tax shall be payable:

(A) on or in respect of the shares, debentures or other obligations of the Company; or

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(B) by way of the withholding in whole or in part of any relevant payment as defined in

Section 6(3) of the Tax Concessions Law (2013 Revision).

These concessions shall be for a period of twenty years commencing from the date of the Tax Exemption

Certificate."

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income (the "EU Savings

Directive"), each Member State is required to provide to the tax authorities of another Member State

details of payments of interest or other similar income (which may include Periodic Profit Distribution

Amounts or other payments) paid by a person within its jurisdiction to, or collected by such a person for,

an individual resident or certain limited types of entity established in that other Member State. However,

for a transitional period, Austria may instead apply a withholding system in relation to such payments,

deducting tax at a rate of 35 per cent. The transitional period is to terminate at the end of the first full

fiscal year following agreement by certain non-EU countries to the exchange of information relating to

such payments.

A number of non-EU countries, and certain dependent or associated territories of certain Member States,

have adopted similar measures (either provision of information or transitional withholding) in relation to

payments made by a person within its jurisdiction to, or collected by such a person for, an individual

resident or certain limited types of entity established in a Member State. In addition, the Member States

have entered into provision of information or transitional withholding arrangements with certain of those

dependent or associated territories in relation to payments made by a person in a Member State to, or

collected by such a person for, an individual resident or certain limited types of entity established in one

of those territories.

The Council of the European Union formally adopted a Council Directive amending the EU Savings

Directive on 24 March 2014 (the "Amending Directive"). The Amending Directive broadens the scope

of the requirements described above. Member States have until 1 January 2016 to adopt the national

legislation necessary to comply with the Amending Directive. The changes made under the Amending

Directive include extending the scope of the EU Savings Directive to payments made to, or secured for,

certain other entities and legal arrangements. They also broaden the definition of "interest payment" to

cover additional types of income payable on securities.

Investors who are in any doubt as to their position should consult their professional advisers.

United Arab Emirates

The following summary of the anticipated tax treatment in the United Arab Emirates in relation to the

payments on the Certificates is based on the taxation law and practice in force at the date of this

Information Memorandum and does not constitute legal or tax advice and prospective investors should be

aware that the relevant fiscal rules and practice and their interpretation may change. Prospective investors

should consult their own professional advisers on the implications of subscribing for, buying, holding,

selling, redeeming or disposing of Certificates and the receipt of any payments with respect to such

Certificates under the laws of the jurisdictions in which they may be liable to taxation.

There is currently in force in Dubai legislation establishing a general corporate taxation regime (the Dubai

Income Tax Decree 1969 (as amended)). The regime is, however, not enforced save in respect of

companies active in the oil industry, some related service industries and branches of foreign banks

operating in the United Arab Emirates. It is not known whether the legislation will or will not be enforced

more generally or within other industry sectors in the future. Under current legislation, there is no

requirement for withholding or deduction for or on account of United Arab Emirates or Dubai taxation in

respect of payments to any holder of the Certificates. In the event of such imposition of any such

withholding, the Trustee has undertaken to gross up any payments subject to certain limited exceptions

(see Condition ‎10 (Taxation)).

The Constitution of the United Arab Emirates specifically reserves to the United Arab Emirates

government the right to raise taxes on a federal basis for the purposes of funding its budget. It is not

known whether this right will be exercised in the future. The United Arab Emirates has entered into

double taxation arrangements with certain other countries, but these are not extensive in number.

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United Kingdom

As a matter of current United Kingdom law, it is uncertain whether payments under the ECGD Guarantee

would be subject to deduction of, or withholding, on account of United Kingdom income tax, which is

currently 20 per cent.. Under the terms of the ECGD Guarantee, the Guarantor is required to make

additional payments in respect of any such deduction to, or to the order of, the Trustee on behalf of the

Certificateholder in very limited circumstances. In practice the limited circumstances are unlikely to be

met and therefore additional payments would not be required to be made by the Guarantor under the

ECGD Guarantee in the event of United Kingdom income tax being deducted.

Accordingly, if there are circumstances where the Guarantor determines that United Kingdom tax should

be withheld from a payment made by the Guarantor under the ECGD Guarantee, it is likely that the

Trustee will not receive the full amount of the Guaranteed Amounts payable under the ECGD Guarantee.

As a result, the Trustee will not be able to distribute to the Certificateholders the full amount of

Guaranteed Amounts and Certificateholders will suffer a shortfall in expected payments. Such a shortfall

will not be considered a Dissolution Event for the purpose of the Certificates and Certificateholders will

have to obtain specific advice as to whether they should be entitled to a refund or credit for the tax

deducted, under the terms of either United Kingdom domestic tax law or any applicable tax treaties.

Certificateholders are advised to obtain specific advice as to their position under UK tax law.

United States

The following summary describes certain material U.S. federal income tax considerations of the

acquisition, ownership and disposition of Certificates. This summary applies only to Certificateholders

that purchase Certificates for cash at original issuance at the initial issue price and that will hold

Certificates as capital assets. This summary is based on the provisions of the U.S. Internal Revenue Code

of 1986, as amended (the "Code"), and administrative and judicial interpretations of the Code and U.S.

Treasury Regulations, all as in effect as of the date of this summary, and all of which are subject to

change, possibly with retroactive effect, which could affect the consequences described below. This

summary has no binding effect or official status of any kind, and we cannot assure Certificateholders that

the conclusions reached or positions adopted below would be sustained by a court if challenged. No

ruling is being requested from the U.S. Internal Revenue Service (the "IRS") and no legal opinion is

being given regarding the tax consequences of investing in the Certificates. No assurance can be given

that the IRS will agree with the discussions set forth herein, or that the conclusions reached or positions

adopted below would be sustained by a court if challenged. Investors should consult their own tax

advisors in determining the tax consequences to them of holding Certificates, including the application to

their particular situation of the U.S. federal income tax considerations discussed below, as well as the

application of state, local, non-U.S. or other tax laws.

For purposes of this discussion, a "U.S. Holder" is a holder of Certificates that is a beneficial owner of

such Certificates and is: (i) a US citizen; (ii) an individual resident in the United States for U.S. federal

income tax purposes; (iii) a domestic corporation, or other entity taxable as a corporation, organized

under the laws of the United States or of any U.S. state or the District of Columbia; (iv) an estate, the

income of which is includible in its gross income for U.S. federal income tax purposes without regard to

its source; or (v) a trust, if either: (a) a U.S. court is able to exercise primary supervision over the

administration of the trust and one or more U.S. persons have the authority to control all the substantial

decisions of the trust; or (b) the trust has a valid election in effect under applicable U.S. Treasury

regulations to be treated as a U.S. person.

As used herein, the term "Non-U.S. Holder" means a beneficial owner of a Certificate that is not a U.S.

Holder or a partnership.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to

particular Certificateholders in light of their particular circumstances, or to holders subject to special

rules, including, without limitation: (i) retirement plans; (ii) insurance companies; (iii) persons that hold

Certificates as part of a "straddle", "synthetic security" "hedge", "conversion transaction" or other

integrated investment; (iv) persons that enter into "constructive sales" involving Certificates or

substantially identical property with other transactions; (v) persons whose functional currency is not the

U.S. Dollar; (vi) expatriates or former long-term residents of the U.S.; (vi) U.S. branch operations of

foreign corporations; (vii) banks or financial institutions; (viii) dealers or traders in securities or

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currencies; (ix) tax-exempt organizations; (x) Non-U.S. Holders engaged in a U.S. trade or business; (xi)

regulated investment companies; (xii) real estate investment trusts; and (xiii) persons subject to the mark-

to-market rules.

In addition, this summary does not address the effect of any applicable U.S. state or local tax laws or any

federal estate, gift or alternative minimum tax consequences, the 3.8 per cent. Medicare tax, or any

consequences arising under the laws of any taxing jurisdiction other than the U.S. This summary also

does not consider the tax treatment of persons who own Certificates through a partnership or other pass-

through entity. If a partnership (including for this purpose, any entity treated as a partnership for U.S.

federal income tax purposes) holds Certificates, the tax treatment of a partner generally will depend upon

the status of the partner and the activities of the partnership. If a Certificateholder is a partner in a

partnership that holds Certificates, such holder is urged to consult its own tax advisor regarding the

specific tax consequences of the ownership and disposition of Certificates.

Characterisation of the Certificates for US Federal Income Tax Purposes

For U.S. federal income tax purposes, the Trustee intends to treat the Certificates as debt instruments.

Under this characterization, U.S. Holders will not be required to take account of income and expenses

incurred at the level of the Issuer Trust. However, there is no authority that directly addresses the

characterization of securities like the Certificates for U.S. federal income tax purposes, and this treatment

is not binding on the IRS. Accordingly, it is possible that the IRS or a court may seek an alternative

characterization, with potentially significant consequences to the tax liability and reporting obligations of

a U.S. Holder, including materially different U.S. federal income tax consequences than those described

herein.

Without limiting the generality of the foregoing, for example, the IRS could seek to characterize the

Certificates as beneficial interests in a grantor trust for U.S. federal income tax purposes. Under such

characterization, while the taxation of the income, gain or loss attributable to the Certificates would be

essentially the same as the consequences described below, the Trustee and U.S. Holders would be subject

to certain information reporting obligations applicable to foreign trusts. U.S. Holders that fail to comply

with the information reporting requirements in a timely manner could be subject to significant penalties,

including a penalty of up to 35 per cent. of the amount paid for the Certificates and 35 per cent. of

distributions received with respect to the Certificates. Moreover, a U.S. Holder that fails to file the

appropriate information return within 90 days after the date on which the IRS mails notice of such failure

to the holder may be liable for a penalty (in addition to the penalty described in the preceding sentence) of

U.S.$10,000 for each 30-day period (or fraction thereof) during which such failure continues after the

expiration of such 90-day period. A U.S. Holder could also be liable for additional penalties equal to 5 per

cent. of the gross value of the portion of the trust owned by a U.S. Holder at the close of the year, if the

Trustee fails to file a U.S. annual information return and provide each U.S. Holder with a foreign grantor

trust owner statement. Similar penalties would be applicable to the Trustee for failure to comply. The

Trustee does not expect that it will provide information that would allow either itself or U.S. Holders to

comply with the foreign trust reporting obligations if they were determined to be applicable.

The remainder of this discussion assumes that the Certificates will be treated as debt interests for U.S.

federal income tax purposes. Prospective holders should consult with their own tax advisors regarding

the characterization of Certificates for U.S. federal income tax purposes and the tax consequences to such

holder that may result therefrom.

U.S. Tax Considerations for U.S. Holders

Periodic Distribution Amounts and Certain Fees and Expenses

Periodic Profit Distribution Amounts under the Certificates will be treated for U.S. tax purposes as

payments of interest. In addition, it is expected, and this discussion assumes, that either the issue price of

the Certificates will equal the stated principal amount of the Certificates, or the Certificates will be issued

with no more than a de minimis amount of original issue discount. Accordingly, a U.S. Holder will be

required to include Periodic Profit Distribution Amounts in its income as ordinary interest income at the

time it is received or accrued (in accordance with the Certificateholder's method of accounting for tax

purposes). Depending on how Emirates uses the Leased Aircraft and how the expenses associated with

the transactions contemplated by the Transaction Documents are recorded in Emirates' books maintained

for U.S. federal income tax purposes (if at all) and in Emirates' U.S. federal income tax returns (if at all):

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(a) some or all of the interest income attributable to the Certificates (in the form of Periodic Profit

Distribution Amounts) may be considered attributable to Emirates' U.S. trade or business and therefore

may be considered to be U.S. source income; and (b) a portion will constitute foreign source income and

will generally be treated as "passive income" (or, in the hands of certain persons engaged in financial

businesses, "financial services income") for purposes of computing the foreign tax credit allowable for

U.S. federal income tax purposes.

Sale, Exchange or Retirement of Certificates

A U.S. Holder's tax basis in a Certificate generally will equal the U.S. dollar cost of such Certificate to

such holder. Upon the sale, exchange or retirement of a Certificate, a U.S. Holder generally will

recognize gain or loss equal to the difference between the amount realized on the sale, exchange or

retirement (less any amounts in respect of accrued Periodic Profit Distribution Amounts, which will be

taxable as ordinary income to the extent not previously included in income) and the holder's tax basis in

such Certificate.

Any gain or loss recognized by a U.S. Holder on the sale, exchange or retirement of a Certificate

generally will be U.S. source capital gain or loss, and will be long term capital gain or loss if the U.S.

Holder has held the Certificate for more than one year at the time of such disposition. For U.S. Holders

who are individuals, trusts or estates, which hold the Certificates for more than one year, capital gains

may be taxed at lower rates than ordinary income. The deductibility of capital losses is subject to certain

limitations.

Information Reporting and Backup Withholding

Payments of Periodic Profit Distribution Amounts and other proceeds made to certain U.S. Holders of

Certificates by a U.S. paying agent or other U.S.-related financial intermediary in respect of Certificates

may be subject to information reporting. In addition, a U.S. Holder may be subject to 28 per cent. backup

withholding tax in respect of such payments if such holder fails to provide its taxpayer identification

number, to certify that such U.S. Holder is not subject to backup withholding, or otherwise to comply

with the applicable requirements of the backup withholding rules. Backup withholding is not an

additional tax. Any amounts withheld under the backup withholding rules from a payment to a holder of

Certificates generally may be claimed as a credit against such holder's U.S. federal income tax liability (or

refunded to the extent the amount withheld exceeds the amount owed), provided that the required

information is furnished to the IRS. Holders of Certificates should consult their own tax advisers as to

their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

Reporting Specified Foreign Financial Assets

A U.S. taxpayer that owns "specified foreign financial assets" with an aggregate value in excess of

U.S.$50,000 on the last day of the taxable year, or U.S.$75,000 at any time during the taxable year, may

be required to file information reports with respect to such assets with their U.S. federal income tax

returns. Depending on the holder's circumstances, higher threshold amounts may apply. "Specified

Foreign Financial Assets" include any financial accounts maintained by foreign financial institutions: (i)

stocks and securities issued by non-U.S. persons; (ii) financial instruments and contracts held for

investment that have non-U.S. issuers or counterparties; and (iii) interests in non-U.S. entities. At present,

only U.S. taxpayers that are individuals are required to file these reports regarding "specified foreign

financial assets" but the IRS anticipates issuing regulations that will expand this reporting requirement to

include U.S. entities as well. The Certificates may be treated as specified foreign financial assets for this

purpose and U.S. Holders may be subject to this information reporting regime. A U.S. Holder who fails to

file information reports may be subject to penalties. Prospective U.S. Holders are urged to consult their

tax advisers regarding the application of these rules to the acquisition, holding or disposition of

Certificates.

U.S. Tax Considerations for Non-U.S. Holders

Periodic Profit Distribution Amounts

Periodic Profit Distribution Amounts payable to Non-U.S. Holders that are not effectively connected with

a U.S. trade or business of such holder (or attributable to a U.S. permanent establishment or fixed base as

the case may be) of such Non-U.S. Holder generally will not be subject to 30 per cent. gross U.S. federal

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withholding tax to the extent treated as foreign source income. In addition, generally any portion of

Periodic Profit Distribution Amounts payable which is considered to have U.S. source will not be subject

to 30 per cent. gross U.S. withholding tax provided that the Non-U.S. Holder satisfies certain

documentation requirements of the "portfolio interest exemption" as described below, and the Non-U.S.

Holder is not: (i) a "controlled foreign corporation" that is related to Emirates as described in Section

881(c)(3)(C) of the Code; (ii) a bank receiving the Periodic Profit Distribution Amounts on a loan made

in the ordinary course of its business; or (iii) a person or entity that is a "10-percent shareholder" of

Emirates within the meaning of Section 871(h)(3)(B) of the Code.

Generally, the Non-U.S. Holder must certify (typically on IRS Form W-8BEN or W-8BEN-E or other

applicable or substitute form), under penalties of perjury, that it is not a "U.S. person" for U.S. federal

income tax purposes and provides its name and address.

The Trustee is not obligated to indemnify a Non-U.S. Holder with respect to any U.S. federal withholding

taxes. Hence, any such withholding tax will reduce amounts otherwise payable to a Non-U.S. Holder.

Whether or not indemnified by the Trustee, the ECGD Guarantee does not cover any U.S. federal

withholding taxes.

Sale, exchange, retirement or other disposition of a Certificate by a Non-U.S. Holder

Any capital gain realized upon the sale, exchange, retirement or other disposition of a Certificate held by

a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding taxes unless: (i)

such gain is effectively connected with such holder's U.S. trade or business, or attributable to a U.S.

permanent establishment or fixed base as the case may be, of such Non-U.S. Holder; or (ii) in the case of

an individual, such Non-U.S. Holder is present in the United States for 183 days or more in the taxable

year of the sale, exchange, retirement or other disposition and meets certain other conditions. Any gain

described in clause (i) of the preceding sentence will be subject to the regular U.S. federal net income tax

at graduated rates (and, if the Non-U.S. Holder is a corporation, to the U.S. branch profits tax), and any

gain described in clause (ii) of the preceding sentence, net of allocable capital losses, will be subject to 30

per cent. gross tax (unless reduced or eliminated if an applicable income tax treaty so provides).

Foreign Account Tax Compliance Act (FATCA)

The Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act of

18 March 2010 (generally referred to as "FATCA") imposes a U.S. federal withholding tax of 30 per

cent. on certain payments on, and the gross proceeds from the sale or other disposition of, obligations that

produce U.S. source income to "foreign financial institutions" (as beneficial owners or custodians) and

certain other non-U.S. entities (as beneficial owners) that fail to comply with certain certification and

information reporting requirements. The FATCA withholding tax can apply irrespective of the

availability of the portfolio interest exemption or a reduced rate of U.S. withholding tax under an income

tax treaty entered into by the United States. The obligation to withhold under FATCA will apply to any

U.S. source portion of any Periodic Profit Distribution Amounts made on the Certificates, and is currently

expected to apply to the proceeds paid on a sale, disposition or redemption of Certificates on or after 1

January 2017.

Because, as discussed above, at least a portion of the interest payable as Periodic Profit Distribution

Amounts on the Certificates may be considered to be U.S. source income, the FATCA withholding tax

may apply to a portion of the income derived by a Non-U.S. Holder from the Certificates, unless such

Non-U.S. Holder provides the required certifications and required reporting. In particular, in order to

avoid any potential FATCA withholding on a Periodic Profit Distribution Amount (or against gross

proceeds from the sale, disposition or redemption of Certificates after 1 January 2017), a Non-U.S.

Holder must provide certain required certifications (on Form W-8BEN-E or such other applicable or

permitted substitute form), including, generally: information regarding such Non-U.S. Holder's identity; if

such Non-U.S. Holder is not a foreign financial institution, certification regarding whether such Non-U.S.

Holder's beneficial owners are, for U.S. tax purposes, U.S. persons or Non-U.S. persons; and, if such

Non-U.S. Holder is a foreign financial institution, certification that such foreign financial institution is

considered for U.S. tax purposes to be FATCA compliant.

The Trustee is not obligated to indemnify a holder with respect to any FATCA withholding taxes. Hence,

any such withholding tax will reduce amounts otherwise payable to a holder. In addition, the ECGD

Guarantee does not cover any FATCA withholding taxes.

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Non-U.S. Holders should consult their tax advisors regarding the withholding, income, FATCA, and

other tax consequences to them of the purchase, ownership and disposition of the Certificates under U.S.

federal, state and local, and any other relevant law in the light of their own particular circumstances.

THE ABOVE DISCUSSION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS

OF ALL TAX CONSEQUENCES RELATING TO THE ACQUISITION, OWNERSHIP AND

DISPOSITION OF CERTIFICATES. PROSPECTIVE PURCHASERS OF CERTIFICATES

SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX

CONSEQUENCES APPLICABLE TO THEIR PARTICULAR CIRCUMSTANCES.

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CERTAIN ERISA CONSIDERATIONS

The U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975

of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), impose certain restrictions on (i)

employee benefit plans (as defined in Section 3(3) of ERISA) that are subject to Part 4, Title I of ERISA,

(ii) plans (as defined in Section 4975(e)(1) of the Code) that are subject to Section 4975 of the Code,

including individual retirement accounts and Keogh plans, (iii) any entity whose underlying assets could

be deemed to include plan assets by reason of a plan's investment in such entity (each of the foregoing, a

"Plan") and (iv) persons who have certain specified relationships to a Plan or its assets ("parties in

interest" under ERISA and "disqualified persons" under the Code; collectively, "Parties in Interest").

ERISA also imposes certain duties on persons who are fiduciaries of Plans subject to ERISA, and ERISA

and Section 4975 of the Code prohibit certain transactions between a Plan and its Parties in Interest.

Violations of these rules may result in the imposition of excise taxes and other penalties and liabilities

under ERISA and the Code.

ERISA and Section 4975 of the Code prohibit a broad range of transactions involving "plan assets" and

Parties in Interest, unless a statutory or administrative exemption is available. Parties in Interest that

participate in a prohibited transaction may be subject to penalties imposed under ERISA and/or excise

taxes imposed pursuant to Section 4975 of the Code, unless a statutory or administrative exemption is

available. These prohibited transactions generally are set forth in Section 406 of ERISA and Section 4975

of the Code. Certain employee benefit plans, including governmental plans (as defined in Section 3(32) of

ERISA), certain church plans (as defined in Section 3(33) of ERISA), and non-U.S. plans (as described in

Section 4(b)(4) of ERISA) are not subject to the prohibited transaction rules of ERISA or the Code but

may be subject to similar rules under applicable federal, state, local or non-U.S. laws or regulations

("Similar Law").

Fiduciaries of any non-US plans, governmental plans and certain church plans should consult with their

counsel before purchasing the Certificates to determine the need for, and the availability, if necessary, of

any exemptive relief under any Similar Laws.

The term "plan assets" is defined in Section 3(42) of ERISA. The U.S. Department of Labour, the

governmental agency primarily responsible for the administration of ERISA, has issued a final regulation

(29 C.F.R. Section 2510.3 101), which, together with Section 3(42) of ERISA, set out the standards that

will apply for determining what constitutes the assets of a Plan that is subject to ERISA (collectively, the

"Plan Asset Regulation"). Under the Plan Asset Regulation, if a Plan invests in an "equity interest" of

an entity that is neither a "publicly offered security" nor a security issued by an investment company

registered under the Investment Company Act, the Plan's assets include both the equity interest and an

undivided economic interest in each of the entity's underlying assets, unless it is established that the entity

is an "operating company" or that equity participation in the entity by "benefit plan investors" (which are

essentially Plans) is not "significant". The Plan Assets Regulation generally defines equity participation

in an entity by "benefit plan investors" as "significant" if 25 per cent. or more of the value of any class of

equity interest in the entity is held by "benefit plan investors".

For the purposes of determining whether participation by "benefit plan investors" is "significant,"

Certificates held by an investor (other than a "benefit plan investor") that has discretionary authority or

control over the assets of the Trustee or provides investment advice for a fee with respect to such assets,

and any affiliates of such an investor, are excluded from such calculation. If the assets of the Trustee were

deemed to be plan assets of a Plan, the Trustee could be subject to certain fiduciary obligations under

ERISA and certain transactions that the Trustee might enter into, or may have entered into might

constitute or result in non-exempt prohibited transactions under ERISA or Section 4975 of the Code and

might have to be rescinded.

Plans may not purchase or hold any interest in a Certificate. Accordingly, each initial purchaser of the

Certificates (or any interest in a Certificate) and each subsequent transferee will be deemed to have

acknowledged, represented and agreed, by its purchase or holding of a Certificate (or any interest in a

Certificate), that (A) it is not and for so long as it holds Certificates will not be (i) a Plan or (ii) a

governmental, church, non-U.S. plan, or Entity whose underlying assets are deemed to include the assets

of any such plan that is subject to Similar Law unless, under this subsection (ii), its acquisition, holding

and disposition of the Certificates would not result in a non-exempt violation of any Similar Law or

subject the Trustee or any transactions thereby to any such Similar Law, and (B) it and any person

causing it to acquire any of the Certificates agrees to indemnify and hold harmless the Trustee, Emirates,

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the Delegate, the Managers and their respective affiliates from any cost, damage or loss incurred by them

as a result of it being or being deemed to be a Plan.

ERISA Transfer Restrictions

Each purchaser or transferee of the Certificates (or any interest in a Certificate) will be deemed to have

acknowledged, represented and agreed that (a) it is not and is not acting on behalf of: (i) a Plan or (ii) a

governmental, church or non-U.S. plan unless, under this subsection (ii), the acquisition, holding and

disposition of the Certificate would not result in a non-exempt violation of any Similar Law or subject the

Trustee or any transactions thereby to any such Similar Law and (b) it will not sell or otherwise transfer

any Certificates or interest to any person unless the same foregoing representations and warranties apply

to that person.

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PLAN OF DISTRIBUTION

The Managers have, in a subscription agreement dated 26 March 2015 (the "Subscription Agreement")

and made between the Trustee, Emirates and the Managers upon the terms and subject to the conditions

contained therein, severally (and not jointly and severally) agreed to purchase the principal amount of the

Certificates indicated in the following table at their Issue Price:

Managers Principal amount of the Certificates (in U.S.$)

Abu Dhabi Islamic Bank P.J.S.C. 112,500,000

Citigroup Global Markets Limited 112,500,000

Dubai Islamic Bank P.J.S.C. 112,500,000

Emirates NBD Capital Limited 112,500,000

HSBC Bank plc 112,500,000

J.P. Morgan Securities plc 112,500,000

National Bank of Abu Dhabi P.J.S.C. 112,500,000

Standard Chartered Bank 112,500,000

NCB Capital Company 13,026,000

Total 913,026,000

Emirates has agreed with the Managers to separately pay or cause to be paid certain commissions and

other compensation to the Managers and to reimburse the Managers for certain expenses incurred by them

in connection with the management of the issue of the Certificates and the issuance thereof. The

Managers are entitled in certain circumstances to be released and discharged from their obligations under

the Subscription Agreement prior to the closing of the issue of the Certificates.

The Certificates are a new issue of securities with no established trading market. No assurance is or can

be given as to the liquidity of the trading market for the Certificates.

In connection with the offering, the Managers may purchase and sell the Certificates in the open market.

These activities by the Managers, as well as other purchases by the Managers for its own accounts, may

affect the market price of the Certificates.

The Managers and their affiliates have, from time to time, performed, and may in the future perform,

various financial advisory and investment banking services for the Trustee and/or Emirates and/or a

Subsidiary of Emirates, for which they received or will receive customary fees and expenses.

Each Manager has agreed that it will, to the best of its knowledge, comply with all relevant laws,

regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers Certificates or

has in its possession or distributes the Information Memorandum, or any other Offering Material (as

defined in the Subscription Agreement).

Selling Restrictions

Cayman Islands

Each Manager has represented and agreed that no offer or invitation to subscribe for the Certificates has

been or will be made (directly or indirectly) to the public in the Cayman Islands.

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Dubai International Financial Centre

Each Manager has represented and agreed that it has not offered and will not offer the Certificates to any

person in the Dubai International Financial Centre unless such offer is:

(a) an "Exempt Offer" in accordance with the Markets Rules (MKT Module) of the Dubai Financial

Services Authority (the "DFSA"); and

(b) made only to persons who meet the Professional Client criteria set out in Rule 2.3.2 of the DFSA

Conduct of Business Module.

Hong Kong

Each Manager has represented and agreed that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any

Certificates other than: (a) to persons whose ordinary business is to buy and sell shares or

debentures (whether as principal or agent); (b) to "professional investors" as defined in the

Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that

Ordinance; or (c) in other circumstances which do not result in the document being a

"prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions)

Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the

meaning of that Ordinance; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its

possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,

invitation or document relating to the Certificates, which is directed at, or the contents of which

are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under

the securities laws of Hong Kong) other than with respect to Certificates which are or are

intended to be disposed of only to persons outside Hong Kong or only to "professional investors"

as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

The Certificates have not been and will not be registered under the Financial Instruments and Exchange

Act of Japan (Act No. 25 of 1948, as amended) (the "FIEA"). Accordingly, each Manager has

represented and agreed that it has not, directly or indirectly, offered or sold and will not, directly or

indirectly, offer or sell any Certificates, in Japan or to, or for the benefit of, any resident of Japan (which

term as used herein means any person resident in Japan, including any corporation or other entity

organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or

to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration

requirements of, and otherwise in compliance with, the FIEA and any other relevant laws and regulations

of Japan.

Kingdom of Bahrain

Each Manager represents and agrees that it has not offered or sold, and will not offer or sell, any

Certificates except on a private placement basis to persons in the Kingdom of Bahrain who are

"accredited investors".

For this purpose, an "accredited investor" means:

(a) an individual holding financial assets (either singly or jointly with a spouse) of U.S.$1,000,000 or

more;

(b) a company, partnership, trust or other commercial undertaking which has financial assets

available for investment of not less than U.S.$1,000,000; or

(c) a government, supranational organisation, central bank or other national monetary authority or a

state organisation whose main activity is to invest in financial instruments (such as a state

pension fund

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Kingdom of Saudi Arabia

Any investor in the Kingdom of Saudi Arabia or who is a Saudi person (a "Saudi Investor") who

acquires any Certificates pursuant to the offering should note that the offer of Certificates is a private

placement under Article 10 or Article 11 of the "Offer of Securities Regulations" as issued by the Board

of the Capital Market Authority resolution number 2-11-2004 dated 4 October 2004 and amended by the

Board of the Capital Market Authority resolution number 1-28-2008 dated 18 August 2008 (the "KSA

Regulations"). The Certificates may thus not be advertised, offered or sold to any person in the Kingdom

of Saudi Arabia other than to "sophisticated investors" under Article 10 of the KSA Regulations or by

way of a limited offer under Article 11 of the KSA Regulations.

Each Manager has represented and agreed that any offer of Certificates to a Saudi Investor will comply

with the KSA Regulations. The offer of Certificates shall not therefore constitute a "public offer"

pursuant to the KSA Regulations, but is subject to the restrictions on secondary market activity under

Article 17 of the KSA Regulations. Any Saudi Investor who has acquired Certificates pursuant to a

private placement may not offer or sell those Certificates to any person unless the offer or sale is made

through an authorised person appropriately licensed by the Saudi Arabian Capital Market Authority and:

(a) the Certificates are offered or sold to a "sophisticated investor" (as defined in Article 10 of the

KSA Regulations;

(b) the price to be paid for the Certificates in any one transaction is equal to or exceeds Saudi Riyal 1

million or an equivalent amount; or

(c) the offer or sale is otherwise in compliance with Article 17 of the KSA Regulations.

Malaysia

Each Manager has represented, warranted and agreed that:

(a) the Information Memorandum has not been registered as a prospectus with the Securities

Commission of Malaysia under the Capital Market and Services Act 2007 of Malaysia (the

"CMSA"); and

(b) accordingly, the Certificates have not been and will not be offered or sold, and no invitation to

subscribe for or purchase the Certificates has been or will be made, directly or indirectly, nor

may any document or other material in connection therewith be distributed in Malaysia, other

than to persons or in categories falling within Schedule 6 (or Section 229(1)(b)), Schedule 7 (or

Section 230(1)(b)), and Schedule 8 (or Section 257(3)) of the CMSA, subject to any law, order,

regulation or official directive of the Central Bank of Malaysia, the Securities Commission of

Malaysia and/or any other regulatory authority from time to time.

Qatar Financial Centre

Each Manager has represented and agreed that this Information Memorandum: (i) has not been, and will

not be, registered with or approved by the Qatar Financial Centre Regulatory Authority and may not be

publicly distributed in the Qatar Financial Centre; (ii) is intended for the original recipient only and must

not be provided to any other person; and (iii) is not for general circulation in the Qatar Financial Centre

and may not be reproduced or used for any other purpose.

Singapore

Each Manager has acknowledged that this Information Memorandum has not been registered as a

prospectus with the Monetary Authority of Singapore. Accordingly, each Manager has represented and

agreed that it has not offered or sold any Certificates or caused such Certificates to be made the subject of

an invitation for subscription or purchase and will not offer or sell such Certificates or cause such

Certificates to be made the subject of an invitation for subscription or purchase, and has not circulated or

distributed, nor will it circulate or distribute, this Information Memorandum or any other document or

material in connection with the offer or sale, or invitation for subscription or purchase, of such

Certificates, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional

investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"); (ii)

to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in

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accordance with the conditions specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in

accordance with the conditions of, any other applicable provision of the SFA.

Where Certificates are subscribed or purchased under Section 275 of the SFA by a relevant person which

is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole

business of which is to hold investments and the entire share capital of which is owned by one or

more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments

and each beneficiary of the trust is an individual who is an accredited investor,

Securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and

interest (howsoever described) in that trust shall not be transferred within six months after that

corporation or that trust has acquired the Certificates pursuant to an offer made under Section 275 of the

SFA except:

(A) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any

person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(B) where no consideration is or will be given for the transfer;

(C) where the transfer is by operation of law;

(D) as specified in Section 276(7) of the SFA; or

(E) as specified in Regulation 32 of the Securities and Futures (Offer of Investments) (Shares and

Debentures) Regulations 2005 of Singapore.

State of Qatar (excluding the Qatar Financial Centre)

Each of the Managers has represented and agreed that it has not offered or sold, and will not offer or sell

or deliver, directly or indirectly, any Certificates in the State of Qatar ("Qatar"), except:

(a) in compliance with all applicable laws and regulations of the State of Qatar; and

(b) through persons or corporate entities authorised and licensed to provide investment advice and/or

engage in brokerage activity and/or trade in respect of foreign financing instruments in the State

of Qatar.

United Arab Emirates (excluding the Dubai International Financial Centre)

Each Manager has represented and agreed that the Certificates have not been and will not be offered, sold

or publicly promoted or advertised by it in the United Arab Emirates other than in compliance with any

laws applicable in the United Arab Emirates governing the issue, offering and sale of securities.

United Kingdom

Each Manager has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to

be communicated an invitation or inducement to engage in investment activity (within the

meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended) (the

"FSMA")) received by it in connection with the issue or sale of the Certificates in circumstances

in which Section 21(1) of the FSMA does not apply to the Trustee or Emirates; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to

anything done by it in relation to the Certificates in, from or otherwise involving the United

Kingdom.

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United States

The Certificates and the ECGD Guarantee have not been and will not be registered under the Securities

Act or with any securities regulatory authority of any State or other jurisdiction of the United States, and

the Certificates and the ECGD Guarantee may not be offered or sold within the United States or to, or for

the account or benefit of, U.S. persons except in certain transactions exempt from, or not subject to, the

registration requirements of the Securities Act.

Each Manager has represented and agreed that it has offered and sold the Certificates and the ECGD

Guarantee, and agrees that it will offer and sell the Certificates and the ECGD Guarantee, only in

accordance with Rule 903 of Regulation S or Rule 144A under the Securities Act. Accordingly, neither it,

its affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling

efforts with respect to the Certificates and the ECGD Guarantee, and it and they have complied and will

comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph and not

otherwise defined herein have the meanings given to them by Regulation S.

Each Manager has represented, warranted, undertaken and agreed that neither it nor any of its affiliates

(as defined in Rule 501(b) of Regulation D), nor any person acting on its or their behalf has engaged or

will engage in any form of general solicitation or general advertising (within the meaning of Regulation

D) in connection with any offer and sale of the Certificates and the ECGD Guarantee in the United States.

Each Manager may, through its respective U.S. registered broker dealer affiliates, arrange for the offer

and resale of the Certificates and the ECGD Guarantee in the United States only to QIBs that are QPs in

accordance with Rule 144A.

Each Manager has represented, warranted, undertaken and agreed that it has offered and sold and will

offer and sell the Certificates and the ECGD Guarantee in the United States only to persons whom it

reasonably believes are QIBs and QPs who can represent that: (a) they are QIBs who are QPs within the

meaning of Rule 144A; (b) they are not broker dealers who own and invest on a discretionary basis less

than U.S.$25 million in securities of unaffiliated issuers; (c) they are not a participant-directed employee

plan, such as a 401(k) plan; (d) they are acting for their own account, or the account of one or more QIBs

each of which is a QP; (e) they are not formed for the purpose of investing in the Certificates, the ECGD

Guarantee or the Trustee; (f) each account for which they are purchasing will hold and transfer at least

U.S.$200,000 in principal amount of Certificates at any time; (g) they understand that the Trustee may

receive a list of participants holding positions in its securities from one or more book entry depositories;

and (h) they will provide notice of the transfer restrictions set forth in the prospectus to any subsequent

transferees.

In connection with the offer and resale of the Certificates and the ECGD Guarantee in the United States

each Manager has represented and agreed that it is a QIB who is also a QP.

In addition, until 40 days after the commencement of the offering, an offer or sale of Certificates and the

ECGD Guarantee within the United States by a dealer (whether or not participating in the offering) may

violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in

accordance with Rule 144A under the Securities Act.

The Certificates and the ECGD Guarantee (and any interests therein) may not be sold to or held by or on

behalf of any: (i) employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income

Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA; (ii) plan (as defined in

Section 4975(e)(1) of the U.S. Internal Revenue Code of 1986, as amended (the "Code")) that is subject

to Section 4975 of the Code including individual retirement accounts and Keogh plans; (iii) any entity

whose underlying assets could be deemed to include "plan assets" by reason of a plan's investment in such

entity for purposes of ERISA; or (iv) any governmental plan (as defined in Section 3(32) of ERISA),

church plan (as defined in Section 3(33) of ERISA), non-U.S. plan (as described in Section 4(b)(4) of

ERISA), or entity whose underlying assets are deemed to include the assets of any such plan, that is

subject to rules similar to ERISA and the Code under other applicable federal, state, local or non-U.S.

laws or regulations ("Similar Law"), unless, under this subsection (iv), its acquisition, holding and

disposition of the Certificates would not result in a non-exempt violation of any such Similar Law or

subject the Trustee or any transactions thereby to any such Similar Law and it and any person causing it

to acquire any of the Certificates agrees to indemnify and hold harmless the Trustee, Emirates, the

- 128-

Delegate, the Managers and their respective affiliates from any cost, damage or loss incurred by them as a

result of it being or being deemed to be a Plan.

General

Persons into whose hands this Information Memorandum comes are required by the Trustee, Emirates,

the Guarantor and the Managers to comply with all applicable laws and regulations in each country or

jurisdiction in which they purchase, offer, sell or deliver Certificates or the ECGD Guarantee or possess,

distribute or publish this Information Memorandum or any other offering material relating to the

Certificates or the ECGD Guarantee, in all cases at their own expense.

- 129-

GENERAL INFORMATION

Authorisation

1. The creation and issue of the Certificates has been authorised by a resolution of the board of

directors of the Trustee dated 25 March 2015.

2. Emirates has obtained all necessary consents, approvals and authorisations in connection with the

Emirates Transaction Documents; the entry into and performance of the Emirates Transaction

Documents was authorised by a written decision of the Chairman of Emirates on 24 March 2015.

ISIN, CUSIP and Common Code

3. It is anticipated that upon issuance, the Global Certificates will have been accepted for clearance

through DTC and Euroclear and Clearstream, Luxembourg.

The ISIN for the Restricted Certificates is US49374GAA76.

The CUSIP for the Restricted Certificates is 49374GAA7.

The Common Code for the Restricted Certificates is 121042959.

The ISIN for the Regulation S Certificates is XS1203164782.

The Common Code for the Regulation S Certificates is 120316478.

The address of DTC is 55 Water Street, New York, New York 10041-0099, United States of

America, the address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium

and the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy L-1855 Luxembourg.

Location of Documents

4. Copies of the Issuer Trust Transaction Documents, each of the Owner Trust Forward Lease

Agreements, each of the Owner Service Agency Agreements, each of the Aircraft Purchase

Undertakings, each of the Aircraft Sale Undertakings, and the Corporate Services Agreement are

available for inspection by Certificateholders during normal business hours on any weekday

(Saturdays, Sundays and public holidays excepted) at the registered office for the time being of

the Trustee, being at the date hereof MaplesFS Limited, PO Box 1093, Queensgate House, Grand

Cayman KY1-1102, Cayman Islands, and at the Specified Office (as defined in the Paying

Agency Agreement) of the Principal Paying Agent, the initial Specified Office of which is set out

below.

- 130-

INDEX OF DEFINED TERMS

Account Bank ................................................. 33

accredited investor ........................................ 124

Agents............................................................. 32

Aggregate Aircraft Sale Price ......................... 33

Aggregate Periodic Principal Distribution

Amount ....................................................... 33

Aggregate Periodic Profit Distribution Amount

.................................................................... 33

Aggregate Total Loss Dissolution Amount .... 33

Aircraft 1 ........................................................ 33

Aircraft 2 ........................................................ 33

Aircraft 3 ........................................................ 34

Aircraft 4 ........................................................ 34

Aircraft Consideration .................................... 34

Aircraft Exercise Price ................................... 34

Aircraft Price .................................................. 34

Aircraft Purchase Agreement ......................... 35

Aircraft Purchase Agreement Assignment ..... 35

Aircraft Purchase Undertaking ....................... 35

Aircraft Purchase Undertaking Exercise Notice

.................................................................... 35

Aircraft Sale Price .......................................... 35

Aircraft Sale Undertaking ............................... 35

Aircraft Sale Undertaking Exercise Notice .... 35

Aircraft Sale Undertaking Exercise Price ....... 35

Airframe ......................................................... 35

All Parties Agreement .................................... 36

Amending Directive ..................................... 115

Applicable Law .............................................. 36

Appointee ....................................................... 36

APU ................................................................ 36

ATKM ............................................................ 36

ATKM Exercise Notice .................................. 36

ATKM Exercise Price .................................... 36

ATKM On-Demand Amount ......................... 36

ATKM Payment Date ..................................... 36

ATKM Purchase Price .................................... 36

ATKM Purchase Undertaking ........................ 32

ATKM Redemption Date ............................... 36

ATKM Transfer Agreement ........................... 37

Average Life Date .......................................... 37

Aviation Authority ......................................... 37

Balance Total Loss Dissolution Amount ........ 37

Banking Day ................................................... 37

benefit plan investor ..................................... 121

Benefit Plan Investor ............................ 107, 108

benefit plan investors .................................... 121

BFE ................................................................ 37

BFE Bill of Sale ............................................. 37

Bill of Sale ...................................................... 37

billions .............................................................. 3

business day .................................................... 56

Buyer Furnished Equipment ........................... 37

Calculation Agent ........................................... 32

Cape Town Security Agreement..................... 37

Capital Market Authority ................................. 4

CBB .................................................................. 3

Certificate of Delivery .................................... 37

Certificateholder ........................................... 102

Certificateholders ............................... iii, 32, 102

Certificates ................................................. iii, 32

Certificates Trigger Event ............................... 37

Clearing Systems ............................................ 37

Clearstream, Luxembourg ........................... v, 37

Closing Date .............................................. iii, 32

CMSA ........................................................... 125

Code ........................ 37, 107, 108, 116, 121, 127

Co-Lead Manager ......................................... ii, 2

Common Depositary ......................................... v

Company ....................................................... 114

Condition .............................................. 7, 25, 29

Conditions ........................................................iii

Conversion Effective Time ............................. 38

Corporate Services Agreement ................. 38, 89

Default ........................................................ 9, 38

Default Date .................................................... 38

Default Payment Date ..................................... 38

Definitive Certificate ...................................... 38

Definitive Certificates ................................... 103

Delegate ..................................................... iii, 32

Delegation ....................................................... 93

Delegation of Relevant Powers ....................... 38

Delivery .......................................................... 38

Delivery Date .................................................. 38

Delivery Notice ............................................... 38

Delivery Period ............................................... 38

Delivery Period End Date ............................... 38

Delivery Period Partial Dissolution Amount .. 38

Determination Date ......................................... 38

DFSA ....................................................... iv, 124

Discharge Date ................................................ 38

Dispute ...................................................... 39, 81

disqualified persons ...................................... 121

Dissolution Date ............................................. 39

Dissolution Distribution Amount .................... 39

Dissolution Event ............................................ 39

Dissolution Event Tangibility Requirement .... 39

dollars ............................................................... 3

DTC ............................................................ v, 39

DTC participants ........................................... 110

Due Date ......................................................... 39

ECA Facility Agent......................................... 40

ECA Security Trustee ..................................... 40

ECGD .............................................. iii, 7, 40, 91

ECGD Act ....................................................... 91

ECGD Agency Agreement.............................. 40

ECGD Guarantee ............................................ 40

EK Delivery Advance Rental Amount ............ 40

EK Forward Lease Agreement ........................ 40

EK Lease Acceptance Certificate.................... 40

Eligible BFE ................................................... 40

Emirates Dissolution Date .............................. 40

Employee Benefit Plan ......................... 107, 108

Engine ............................................................. 40

Engine Contract .............................................. 41

Engine Manufacturer ...................................... 41

- 131-

equity interest ............................................... 121

ERISA ................................... 107, 108, 121, 127

EU Savings Directive ................................... 115

Euroclear .................................................... v, 41

Euroclear and Clearstream, Luxembourg

participants ............................................... 110

Exchange Act ................................................... 5

Exchange Event ............................................ 103

Excluded Certificates ..................................... 41

Excluded Group .............................................. 41

Exempt Offer ................................................ 124

Exercise Notice............................................... 41

Extraordinary Resolution.......................... 41, 78

FATCA ................................................... 24, 119

FATCA Withholding ................................ 41, 66

FIEA ............................................................. 124

First Total Loss Amount ................................. 41

FSMA ...................................................... iv, 126

Full Reinstatement Value ............................... 41

Global Certificate ........................................... 41

Global Certificates .......................v, 55, 101, 110

Government Entity ......................................... 41

Guaranteed Amount ....................................... 41

Guaranteed Obligations .................................. 41

Guarantor ............................................. iii, 41, 91

Guarantor Dissolution Date ............................ 42

H.15(519) ....................................................... 42

holder of Certificates .................................... 102

holding of Certificates .................................. 102

Illegality Event ............................................... 42

Initial ATKM Amount .................................... 42

Investment Company Act ..................... i, iv, 106

IRS ................................................................ 116

Issuance Proceeds ........................................... 42

Issuance Proceeds Balance ............................. 42

Issuer Declaration of Trust ........................ iii, 32

Issuer Trust ................................................ iii, 42

Issuer Trust Asset ........................................... 42

Issuer Trust Assets ................................ 9, 59, 92

Issuer Trust Transaction Documents .............. 32

Joint Lead Managers .................................... ii, 2

Joint Structuring Agents and Joint Lead

Managers .................................................. ii, 2

KSA Regulations .......................................... 125

Landing Gear .................................................. 42

Lease Commencement Date ........................... 42

Lease End Date ............................................... 42

Leased Aircraft ............................................... 42

Lessor ............................................................. 43

Lessor Payment Obligations ........................... 43

London Stock Exchange .................................. iv

Make Whole Amount ..................................... 43

Managers ...................................................... ii, 2

Manuals and Technical Records ..................... 44

Manufacturer .................................................. 44

Markets Law .................................................... iv

Meeting........................................................... 44

member of the Excluded Group ..................... 41

Member State ................................................... 3

Mortgage ........................................................ 44

most recent H.15(519) .................................... 42

NASDAQ Dubai .............................................. iv

Non-Delivery Event ........................................ 44

Non-Payment Notice ....................................... 44

Non-U.S. Holder ........................................... 116

Official List ...................................................... iv

outstanding ...................................................... 33

Owner Declaration of Trust ............................ 32

Owner Forward Lease Agreement .................. 44

Owner Further Advance Rental Amount .. 44, 45

Owner Initial Advance Rental Amount ........... 45

Owner Lease Rental Period............................. 45

Owner Periodic Principal Rental Amounts ..... 45

Owner Periodic Profit Rental Amounts .......... 45

Owner Service Agency Agreement ................. 45

Owner Service Charge Amount ...................... 45

Owner Trust .................................................... 32

Owner Trust Assets ............................. 10, 60, 95

Owner Trust Transaction Documents ............. 45

Owner Trustee ................................................. 32

Owner Trustee Payment Obligations .............. 45

Owner Trustee Sale Undertaking Obligations 45

Part .................................................................. 46

Partial Dissolution Aircraft Exercise Price ..... 46

Partial Dissolution Amount ............................. 46

Partial Dissolution Date .................................. 46

parties in interest ........................................... 121

Parties in Interest........................................... 121

Paying Agency Agreement ............................. 32

Paying Agents ................................................. 32

Payment Banking Day .................................... 47

Periodic Distribution Amount ......................... 47

Periodic Distribution Date .............................. 47

Periodic Principal Distribution Amount .......... 47

Periodic Principal Distribution Schedule ........ 47

Periodic Profit Distribution Amount ............... 47

Periodic Profit Distribution Schedule ............. 47

Plan ............................................... 107, 108, 121

Plan Asset Regulation ................................... 121

plan assets ..................................................... 121

Plan Assets ............................................ 107, 108

Potential Dissolution Event ............................. 47

Principal Paying Agent ................................... 32

Proceeds Agreement ....................................... 47

Procurement Agreement ................................. 48

Profit Rate ....................................................... 48

Prospectus Directive ........................................ iv

Purchase of Services Agreement ..................... 32

Purchaser ......................................................... 32

Qatar ............................................................. 126

QFCRA ............................................................. 4

QIB .................................................. i, v, 48, 105

QP .................................................... i, v, 48, 105

Record Date .................................................... 48

Register ..................................................... 48, 55

registered account ........................................... 48

registered address ............................................ 48

Registered Office Agreement .................... 48, 89

Registrar .......................................................... 32

Regulation S ..................................... i, v, 48, 106

- 132-

Regulation S Certificates .................... v, 48, 101

Regulation S Definitive Certificates ....... 48, 103

Regulation S Global Certificate ...................... 48

Regulation S Global Certificates .................. 101

Reimbursement Agreement ............................ 48

Relevant Date ................................................. 49

Relevant Jurisdiction ...................................... 49

Relevant Party ................................................ 49

Relevant Period ........................................ 49, 63

relevant persons ................................................ ii

Relevant Powers ............................................. 93

Relevant Proportion ........................................ 49

Relevant Sale Proportion ................................ 49

Remaining Weighted Average Life ................ 49

Replacement Engine ....................................... 49

Replacement Part ............................................ 49

Reserved Matter ............................................. 49

Restricted Certificates ........................ v, 49, 101

Restricted Definitive Certificates ........... 49, 103

Restricted Global Certificates ................. 49, 101

Return Accumulation Period .................... 50, 64

Rights to Travel .............................................. 50

RSA .................................................................. 5

Rule 144A ....................................... i, v, 50, 105

Sale Agreement .............................................. 50

Saudi Investor ............................................... 125

Scheduled Delivery ........................................ 13

Scheduled Delivery Date ................................ 50

Scheduled Dissolution Date ...................... iii, 50

Scheduled Payment ........................................ 50

SEC .................................................................. 3

Secured Proceeds Account ............................. 51

Secured Proceeds Account Agreement ........... 51

Securities Act ......................... i, iv, 51, 105, 108

Security Documents ....................................... 51

Security Interest .............................................. 51

Seller............................................................... 32

Separate Issuance ........................................... 51

Services .......................................................... 51

SFA .............................................................. 125

Share Trustee .................................................. 88

Shares ............................................................. 88

significant...................................................... 121

Similar Law ........................................... 121, 127

Specified Aircraft ............................................ 51

Specified Denomination ............................ 51, 55

Specified Foreign Financial Assets ............... 118

State of Registration ........................................ 52

Subscription Agreement ................................ 123

Subsidiary ....................................................... 52

Tax .................................................................. 52

Tax Exemption Certificate ............................ 114

Terms of Business ........................................... 52

Total Loss ....................................................... 52

Total Loss Certificates .................................... 52

Total Loss Date ............................................... 52

Total Loss Dissolution Amount ...................... 52

Total Loss Dissolution Date ...................... 53, 72

Total Loss Principal Amount .......................... 53

Total Loss Shortfall Amount........................... 53

Total Loss Tangibility Requirement ............... 53

Total Periodic Principal Distribution Amount 53

Total Periodic Profit Distribution Amount ..... 53

Transaction ...................................................... 53

Transaction Account .................................. iii, 53

Transaction Account Balance ......................... 53

Transaction Documents .................................. 54

Transfer Agent ................................................ 32

Treasury Yield ................................................ 54

Trust Property Distribution Amount ............... 54

Trustee ....................................................... iii, 32

Trustee Administrator ............................... 54, 89

Trustee Security Assignment .......................... 54

Trustee Security Documents ........................... 54

Trustee Share Declaration of Trust ................. 88

U.S. Dollars ....................................................... 3

U.S. Holder ................................................... 116

U.S.$ ................................................................. 3

UK Export Finance .................................... iii, 91

UK Listing Authority ....................................... iv

UKLA .............................................................. iv

Volcker Rule .................................................... iv

Voter ............................................................... 54

Written Resolution .......................................... 55

THE TRUSTEE EMIRATES

Khadrawy Limited

c/o MaplesFS Limited

PO Box 1093, Queensgate House

Grand Cayman, KY1-1102

Cayman Islands

Emirates PO Box 686

Dubai


THE GUARANTOR

Her Britannic Majesty's Secretary of State acting by the

Export Credits Guarantee Department (currently operating as UK Export Finance)

1 Horse Guards Road

London SW1A 2HQ

United Kingdom

JOINT LEAD MANAGERS AND JOINT STRUCTURING AGENTS

Citigroup Global Markets Limited

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

HSBC Bank plc 8 Canada Square

London E14 5HQ

United Kingdom

J.P. Morgan Securities plc

25 Bank Street

London E14 5JP

United Kingdom

National Bank of Abu Dhabi P.J.S.C.

NBAD One Tower

Sheikh Khalifa Street

PO Box 4

Abu Dhabi


JOINT LEAD MANAGERS

Abu Dhabi Islamic Bank P.J.S.C.

P.O. Box 313

Abu Dhabi


Dubai Islamic Bank P.J.S.C.

P.O. Box 1080

Dubai


Emirates NBD Capital Limited

Gate Building, East Wing

4th

Floor

PO Box 506710


Dubai, United Arab Emirates

Standard Chartered Bank

P.O. Box 999

Dubai


CO-LEAD MANAGER

NCB Capital Company

P.O. Box 22216

Riyadh 11495

Kingdom of Saudi Arabia

DELEGATE REGISTRAR AND

TRANSFER AGENT

PRINCIPAL PAYING

AGENT

Citibank N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

Citigroup Global Markets

Deutschland AG

Reuterweg 16

Agency and Trust Department

60323 Frankfurt

Germany

Citibank N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

LEGAL ADVISERS

To the Trustee, the Owner Trustee and the Lessor

as to Cayman Islands law

Maples and Calder

5th

Floor, The Exchange Building


P.O. Box 119980


To Emirates as to United States Law To Emirates

as to UAE law and English law

Norton Rose Fulbright US LLP 666 Fifth Avenue

New York

NY 10103-3198

United States of America

Norton Rose Fulbright (Middle East) LLP 4

th Floor, Gate Precinct Building 3


PO Box 103747


To the Guarantor (Capital Markets)

as to English Law and United States Law

To the Guarantor (Asset Finance)

as to English Law

Hogan Lovells International LLP Atlantic House

Holborn Viaduct

London EC1A 2FG

United Kingdom

Allen & Overy LLP One Bishops Square

London E1 6AD

United Kingdom

To the Joint Lead Managers

as to English Law and UAE Law

To the Joint Lead Managers

as to United States Law

Clifford Chance LLP

Building 6, Level 2, The Gate Precinct


PO Box 9380


Clifford Chance LLP

10 Upper Bank Street

London E14 5JJ

United Kingdom

To the Delegate

as to English Law

Clifford Chance LLP

10 Upper Bank Street

London E14 5JJ

United Kingdom